Common use of Default Under Other Agreements Clause in Contracts

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (ai) The Holdings, any Borrower or any of the Restricted Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsIndebtedness under this Agreement) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than Indebtedness under this Agreement) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; maturity or (bii) without limiting the provisions any Indebtedness (other than Indebtedness under this Agreement) of clause (a) aboveHoldings, any such Indebtedness Borrower or any of the Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that (A) it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least equal to the Threshold Amount, (B) the preceding clause (bii) shall not apply to secured Indebtedness that becomes due as a result of the a voluntary sale or transfer of of, or Recovery Event with respect to, the property or assets securing such Indebtedness, if such sale or transfer or Recovery Event is otherwise permitted hereunder and (C) an Event of Default under clause (i)(y) of this Section 11.04 with respect to the ABL Credit Agreement shall not be an Event of Default until the earliest of (I) in the case of a payment default, the first date on which such default shall continue unremedied for a period of 30 days after the date of such default (during which period such default is not waived or cured), (II) the date on which the Indebtedness under the documents providing for ABL Credit Agreement has been accelerated as a result of such Indebtednessdefault and (III) the date on which the administrative agent, the collateral agent and/or the lenders under the ABL Credit Agreement have exercised their secured creditor remedies as a result of such default; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 30,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $30,000,000 that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $30,000,000 that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1, Hedging Obligations or Indebtedness under any Permitted Receivables Financing) in excess of $100,000,000 300,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, Subsidiaries beyond the period of gracegrace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan any agreement or condition relating to, with respect to or provided in any instrument or agreement, under which such Hedging Obligations or such Permitted Receivables Financing was created) beyond the period of grace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness consisting of any Hedge Agreementswas created, termination events or equivalent events pursuant to the terms of such Hedge Agreements), if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than any Hedging Obligations or Indebtedness under any Permitted Receivables Financing) or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that this clause clauses (a) and (b) above shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that this Section 11.4 shall not apply to (i) any Indebtedness if the sole remedy of the holder thereof following such event or condition is to elect to convert such Indebtedness into Stock or Stock Equivalents (other than Disqualified Stock) and cash in lieu of fractional shares or (ii) any such default that is remedied by or waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the Borrower or the applicable Restricted Subsidiary in either case, prior to acceleration of all the Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $100,000,000 25,000,000 and (y) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $25,000,000 and (y) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $25,000,000 and (y) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Any Parent Guarantor, the Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 75,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Parent Guarantors, the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due prior to its stated maturity, or to be repurchasedrequire the prepayment, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease redemption or redeem such Indebtedness to be madedefeasance thereof, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in The Borrower, CRT or any other Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Debt or Guarantee (including amounts owing to all creditors under any combined or syndicated credit arrangement but excluding the Debt hereunder) such that as a result thereof the aggregate outstanding principal amount of such Debt or Guarantees with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created a failure exists at any time shall exceed $40,000,000, or (iiB) default in the observance fails to observe or performance of perform any other agreement or condition relating to any such Indebtedness Debt or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)occurs, the effect of which default or other event or condition is (1) to cause, or to permit the holder or holders of such Indebtedness Debt or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, any with the giving of notice or passage of time, or both, if required, in excess of $40,000,000 in the aggregate of the outstanding principal amount of such Indebtedness Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise)) at any time, or (2) an offer to repurchase, prepay, defease or redeem in excess of $40,000,000 of the outstanding principal amount of such Indebtedness Debt to be mademade at any time, prior to its stated maturity, or (3) Guarantees securing in excess of $40,000,000 of the outstanding principal amount of such Debt to become payable at any time or (4) cash collateral in excess of $40,000,000 in respect thereof to be demanded at any time; or (bii) without limiting there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the provisions of clause Borrower, CRT or any Subsidiary is the Defaulting Party (aas defined in such Swap Contract) aboveor (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower, CRT or any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or Subsidiary is an Affected Party (as a mandatory prepayment (so defined) and, with respect to Indebtedness consisting of any Hedge Agreementsin either event, other than due to a termination event the Swap Termination Value owed by the Borrower, CRT or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due Subsidiary as a result of thereof is greater than $40,000,000 in the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; oraggregate at any time.

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $100,000,000 30,600.000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace periods and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x)$30,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x)$30,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Holdings, the Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 20,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for Holdings, the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace periods and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $20,000,000 that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $20,000,000 that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause clauses (a) and (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale sale, transfer or transfer other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement or is otherwise reasonably expected to be permitted), (y) Indebtedness which is convertible into Equity Interests and converts to Equity Interests in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied, or being contested in good faith, by Holdings, the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, if such sale in either case, prior to the acceleration of Loans pursuant to this Section 11. Notwithstanding the foregoing provisions of this Section 11.4, no breach, default or transfer is permitted hereunder and event of default under the documents providing ABL Credit Documents shall constitute an Event of Default under this Section 11.4, except (W) any event of default, giving effect to any applicable grace period, under Section 12.1 or Section 12.5 of the ABL Credit Agreement (or any successor provision thereto), (X) any event of default (except any event of default described in the immediately preceding clause (W) or under Section 11.11 of the ABL Credit Agreement (or any successor provision thereto)), giving effect to any applicable grace period, under the ABL Credit Agreement that remains unremedied and unwaived for such Indebtednessthirty (30) consecutive days after the occurrence thereof, (Y) any acceleration of the ABL Loans or termination of the Revolving Credit Commitments (as defined in the ABL Credit Agreement) prior to the scheduled maturity thereof as a result of an event of default under the ABL Credit Documents or (Z) the exercise of any secured creditor remedy by the ABL Administrative Agent or any other agent under the ABL Credit Documents (excluding, for the avoidance of doubt, the exercise of cash dominion rights during a Cash Dominion Period under, and as defined in, the ABL Credit Agreement); or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any required payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, 20,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance fail to observe or performance of perform any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, (i) with respect to Indebtedness consisting of any Hedge Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsHedging Agreements and (ii) secured Indebtedness that becomes due solely as a result of the sale, transfer or other Disposition (including as a result of Recovery Event) of the property or assets securing such Indebtedness), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure remains unremedied or has not been waived (including in the form of an amendment) by the holders of such Indebtedness or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid prior to the stated maturity thereof other than by (x) a regularly scheduled required prepayment or (y) as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereofredemption; provided that this clause (b) shall not apply to (A) Indebtedness outstanding under any Hedging Agreements that becomes due pursuant to a termination event or equivalent event under the terms of such Hedging Agreements, (B) secured Indebtedness that becomes due as a result of the voluntary sale a Disposition or transfer of a Recovery Event with respect to the property or assets securing such Indebtedness, if such sale Indebtedness or transfer (C) Indebtedness that is permitted hereunder convertible into Capital Stock and under the documents providing for such Indebtednessconverts to Capital Stock in accordance with its terms; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries35,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, (i) with respect to Indebtedness consisting of any Hedge Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)Hedging Agreements and (ii) secured Indebtedness that becomes due solely as a result of the sale, transfer or other Disposition (including as a result of Recovery Event) of the property or assets securing such Indebtedness the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness Indebtedness) (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such default or failure remains unremedied or has not been waived by the holders of such Indebtedness; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; , provided that this clause (b) shall not apply to (A) Indebtedness outstanding under any Hedging Agreements that becomes due pursuant to a termination event or equivalent event under the terms of such Hedging Agreements and (B) secured Indebtedness that becomes due as a result of the voluntary sale a Disposition or transfer of a Recovery Event of, or related to, the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under Indebtedness prior to the documents providing for such Indebtednessstated maturity thereof; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in The Company or any Restricted Subsidiary shall (x) fail to make any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance fail to observe or performance of perform any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default failure or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (bii) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) above, the Company or any such Indebtedness Restricted Subsidiary shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), payable prior to the stated maturity thereof; provided that that, (A) it shall not be a Default or an Event of Default under this clause Section 10.04 unless the principal amount of any Indebtedness as described in preceding clauses (bi) and (ii) is at least equal to the Threshold Amount and (B) the preceding clauses (i) and (ii) of this Section 10.04 shall not apply to secured (x) Indebtedness that becomes due as a result of the voluntary sale a sale, transfer or transfer other disposition (including as a result of a Casualty Event) of the property or assets securing such Indebtedness, if such sale sale, transfer or transfer other disposition is otherwise permitted hereunder and hereunder, (y) any Indebtedness permitted to exist or be incurred under the documents providing for terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Administrative Agent and the Lenders under Section 10.10), excess cash flow or other customary provision in such IndebtednessIndebtedness giving rise to such requirement to prepay, defease, repurchase or redeem in the absence of any default thereunder or (z) Indebtedness in respect of any Hedging Agreement that becomes due pursuant to a termination event or equivalent event (other than an event that, pursuant to the terms of such Hedge Agreement, constitutes a default or event of default in accordance with the terms thereof ) under the terms of such Hedging Agreement; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 50,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) Section 12.4 shall not apply to secured any Indebtedness that becomes due as a result of the voluntary sale or transfer DIP Debtors under the Cases that was incurred prior to the Petition Date unless such Indebtedness has been accelerated and the enforcement of remedies with respect to such Indebtedness shall not have been stayed by the commencement of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such IndebtednessCases; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Material Indebtedness (other than the ObligationsIndebtedness described in Section 11.1) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or of agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, than (1) with respect to Indebtedness consisting indebtedness in respect of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (2) any event requiring prepayment pursuant to customary asset sale or change of control provisions and (3) secured Indebtedness that becomes due as a result of a Disposition (including as a result of Casualty Event) of the property or assets securing such indebtedness permitted under this Agreement), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , unless, in the case of each of the foregoing, such holder or holders shall have (bor through its or their trustee or agent on its or their behalf) without limiting the provisions of clause (a) above, any waived such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by default in a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant writing to the terms of such Hedge Agreements)Borrower, prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (ai) The Borrower Company or any of the Restricted its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit cause the holder or holders of such Indebtedness (or a trustee or agent Administrative Agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (bii) without limiting the provisions of clause (a) above, any such Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled prepayment or required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due pursuant to a termination “due-on-sale” clause in a mortgage or similar security agreement) (unless such required prepayment results from a default thereunder or an event or equivalent event pursuant to of the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; provided that this clause (b) it shall not apply be a Default or an Event of Default under this Section 9.04 unless the aggregate outstanding principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $10,000,000; provided further that with respect to secured Indebtedness that becomes due any failure or breach or default under Section 7.23 of the ABL Credit Agreement (or any default arising under Section 9.1 of the ABL Credit Agreement arising solely as a result of a failure, breach or default under such Section 7.23), such event shall only constitute an Event of Default under this Section 9.04 upon the voluntary sale earlier of (1) acceleration (or transfer the Lenders thereunder having the right to so accelerate) of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and Indebtedness under the documents providing for ABL Credit Agreement and (2) such Indebtednessevent not having been cured or waived within 30 days after the occurrence of such event (the “Stand Still Period”); or

Default Under Other Agreements. (ai) The Holdings, the Borrower or any of the its Restricted Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsIndebtedness under this Agreement) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than Indebtedness under this Agreement) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; maturity or (bii) without limiting any Indebtedness (other than Indebtedness under this Agreement) of Holdings, the provisions Borrower or any of clause (a) above, any such Indebtedness its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that (A) it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least equal to the Threshold Amount, (B) the preceding clause (bii) shall not apply to secured Indebtedness that becomes due as a result of the a voluntary sale or transfer of of, or Recovery Event with respect to, the property or assets securing such Indebtedness, if such sale or transfer or Recovery Event is otherwise permitted hereunder and (C) an Event of Default under clause (i)(y) of this Section 11.04 with respect to the ABL Credit Agreement shall not be an Event of Default until the earliest of (I) in the case of a payment default, the first date on which such default shall continue unremedied for a period of 30 days after the date of such default (during which period such default is not waived or cured), (II) the date on which the Indebtedness under the documents providing for ABL Credit Agreement has been accelerated as a result of such Indebtednessdefault and (III) the date on which the administrative agent and/or the lenders under the ABL Credit Agreement have exercised their secured creditor remedies as a result of such default; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1, Hedging Obligations or Indebtedness under any Permitted Receivables Financing) in excess of $100,000,000 200,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan any agreement or condition relating to, with respect to Indebtedness consisting of or provided in any Hedge Agreementsinstrument or agreement, termination events under which such Hedging Obligations or equivalent events pursuant to the terms of such Hedge AgreementsPermitted Receivables Financing was created), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than any Hedging Obligations or Indebtedness under any Permitted Receivables Financing) or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (1) $100,000,000 110,000,000 and (2) 10% of Consolidated EBITDA in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) above shall apply to any failure to make any payment in excess of the greater of (1) $110,000,000 and (2) 10% of Consolidated EBITDA that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (1) $110,000,000 and (2) 10% of Consolidated EBITDA that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any required payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, 35,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance fail to observe or performance of perform any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, (i) with respect to Indebtedness consisting of any Hedge Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsHedging Agreements and (ii) secured Indebtedness that becomes due solely as a result of the sale, transfer or other Disposition (including as a result of Recovery Event) of the property or assets securing such Indebtedness), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure remains unremedied or has not been waived (including in the form of an amendment) by the holders of such Indebtedness or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid prior to the stated maturity thereof other than by (x) a regularly scheduled required prepayment or (y) as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereofredemption; provided that this clause (b) shall not apply to (A) Indebtedness outstanding under any Hedging Agreements that becomes due pursuant to a termination event or equivalent event under the terms of such Hedging Agreements, (B) secured Indebtedness that becomes due as a result of the voluntary sale a Disposition or transfer of a Recovery Event with respect to the property or assets securing such Indebtedness, if such sale Indebtedness or transfer (C) Indebtedness that is permitted hereunder convertible into Capital Stock and under the documents providing for such Indebtednessconverts to Capital Stock in accordance with its terms; or

Default Under Other Agreements. (ai) The Borrower Aleris or any of the Restricted its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , (ii) any Indebtedness (other than the Obligations) of Aleris or (b) without limiting the provisions any of clause (a) above, any such Indebtedness its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; , provided that (1) it shall not be a Default or an Event of Default under this clause Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (bi) and (ii) is at least $30,000,000, and (2) clauses (i) and (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, or (iii) there occurs under any Interest Rate Protection Agreement or Other Hedging Agreement an early termination date (as defined in such agreement) resulting from (A) any event of default under such Interest Rate Protection Agreement or Other Hedging Agreement as to which any Credit Party is the defaulting party or (B) any termination event as to which Aleris or any Subsidiary is an affected party and which occurs by reason of a default by Aleris or any of its Subsidiaries, and, in either event, the termination value owed by Aleris or any Subsidiary as a result thereof is greater than $30,000,000; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries Subsidiary shall (ia) default fail to pay any principal or interest, regardless of amount, due in any payment with respect to of any Indebtedness (other than the ObligationsIndebtedness hereunder) in excess of $100,000,000 in the aggregate Threshold Amount (provided that any such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange NotesIndebtedness, “Material Indebtedness”), for when and as the Borrower same shall become due and such Restricted Subsidiariespayable (but after giving effect to any applicable cure or grace periods), beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iib) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is occurs that results in any Material Indebtedness (other than Indebtedness hereunder) becoming due prior to causeits scheduled maturity or that enables or permits (with or without the giving of notice, but after giving effect to any applicable cure or to permit grace periods) the holder or holders of such any Material Indebtedness (other than Indebtedness hereunder) or a any trustee or agent on its or their behalf of such holder or holdersto cause any Material Indebtedness (other than Indebtedness hereunder) to causebecome due, any such Indebtedness to become due or to be repurchasedrequire the prepayment, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease redemption or redeem such Indebtedness to be madedefeasance thereof, prior to its stated scheduled maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such IndebtednessIndebtedness and (ii) any Indebtedness that is required to be converted into Qualified Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion and the issuance of such Qualified Equity Interests is otherwise permitted under Section 10.03(b)(vii); provided, if further, that clauses (a) and (b) shall not apply to any Non-Recourse Debt of the Borrower and the Restricted Subsidiaries (except to the extent that the Borrower or any of the Restricted Subsidiaries that are not parties to such sale Non-Recourse Debt is then directly or transfer indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt that is permitted hereunder Indebtedness for borrowed money thereunder and under such liability, individually or in the documents providing for such Indebtedness; oraggregate, exceeds the Threshold Amount;

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 50,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than Indebtedness in respect of the sale leaseback transactions set forth on Schedule 8.3) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness (other than Indebtedness in respect of the sale leaseback transactions set forth on Schedule 8.3) shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; , provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. If there is (a) The Borrower a default in one or more agreements to which a Loan Party or any of its Subsidiaries is a party with one or more third Persons relative to a Loan Party's or any of its Subsidiaries' Indebtedness (excluding the Restricted Subsidiaries shall Term Loan Debt) involving an aggregate amount of $10,000,000 or more, and such default (i) default in any payment with respect to any Indebtedness (other than occurs at the Obligations) in excess final maturity of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)obligations thereunder, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default results in a right by such third Person, irrespective of whether exercised, to accelerate the observance maturity of such Loan Party's or performance its Subsidiary's obligations thereunder, or (b) (i) a failure by any Loan Party to pay any principal, interest or other amount due in respect of any Specified Debt, when and as the same shall become due and payable, beyond any applicable grace period, (ii) any bankruptcy or insolvency event of default shall occur under the documentation governing any Specified Debt, (iii) any of the Specified Debt shall have been accelerated or have become due prior to its stated maturity, (iv) any agent or lender under any Specified Debt has taken any enforcement action with respect to the Specified Debt or (v) any Loan Party shall fail to observe or perform any term, covenant, condition or agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or documentation governing any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), Specified Debt if the effect of which default or other event or condition such failure referred to in this clause (v) is to cause, or to permit the holder or holders of such Indebtedness (Specified Debt or a trustee or agent other representative on its or their behalf (with or without the giving of such holder notice, the lapse of time or holdersboth) to cause, all or any portion of such Indebtedness Specified Debt to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting , and in the provisions case of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (bv), such failure to observe or perform such term, covenant, condition or agreement continues uncured for a period of sixty (60) days (provided that, in the case of this clause (v), such sixty (60) day period shall not apply be tolled during any period for which the agent and lenders in respect of such Specified Debt have agreed to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and forbear from exercising remedies under the documents providing for documentation governing such Indebtedness; orSpecified Debt in respect of such failure to observe or perform such term, covenant, condition or agreement contained in any documentation governing such Specified Debt);

Default Under Other Agreements. (a) The Any of Holdings, the Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 20,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for Holdings, the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due (or to be repurchasedcause Holdings, prepaid, defeased the Borrower or redeemed (automatically or otherwise), or an offer any of its Restricted Subsidiaries to repurchase, prepay, defease or redeem purchase any such Indebtedness to be made, Indebtedness) prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that this clause thereof or (bc) shall not apply the Forward Purchase Contract is terminated prior to secured Indebtedness that becomes due as a result the settlement date or one or more conditions precedent to the purchase of the voluntary sale Initial PIK Convertible Notes by Sealy Holding LLC pursuant to the Forward Purchase Contract has not been satisfied or transfer of the property becomes impossible to satisfy and such condition or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtednessconditions has not been waived by Sealy Holding LLC; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 50,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than Indebtedness in respect of the sale leaseback transactions set forth on Schedule 8.3) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness (other than Indebtedness in respect of the sale leaseback transactions set forth on Schedule 8.3) shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; , provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (a) The Borrower Any Loan Party or any of the its Restricted Subsidiaries shall (i) default in any payment with respect to of principal of or interest on any Indebtedness (other than the Obligationsexcluding Indebtedness hereunder) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries150.0 million, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or created; (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness (excluding Indebtedness hereunder) referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating theretothereto (other than a failure to provide notice of a default or an event of default under such instrument or agreement or default in the observance of or compliance with any financial maintenance covenant), or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, any with the giving of notice or lapse of time if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturitymaturity (an “Acceleration”; and the term “Accelerated” shall have a correlative meaning), and such time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and (in the case of the preceding clause (i) or (bii)) without limiting such default, event or condition shall not have been remedied or waived by or on behalf of the provisions holder or holders of such Indebtedness (provided that the preceding clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (bii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder or (y) any termination event or similar event pursuant to the terms of any Hedge Agreement); or (iii) in the case of any Indebtedness referred to in clause (i) above containing or otherwise requiring observance or compliance with any financial maintenance covenant, default in the observance of or compliance with such financial maintenance covenant such that such Indebtedness shall have been Accelerated and under the documents providing for such Indebtedness; orAcceleration shall not have been rescinded.

Default Under Other Agreements. (ai) The Holdings, the Lead Borrower or any of the its Restricted Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; maturity or (bii) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) aboveHoldings, the Lead Borrower or any such Indebtedness of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; , provided that (A) it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least equal to the Threshold Amount, (B) the preceding clause (bii) shall not apply to secured Indebtedness that becomes due as a result of the a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder and (C) an Event of Default under clause (i)(y) of this Section 11.04 with respect to the ABL Credit Agreement or First Lien Credit Agreement shall not be an Event of Default until the earliest of (I) in the case of a payment default, the first date on which such default shall continue unremedied for a period of 30 days after the date of such default (during which period such default is not waived or cured), (II) the date on which the Indebtedness under the documents providing for ABL Credit Agreement or First Lien Credit Agreement, as applicable, has been accelerated as a result of such Indebtednessdefault and (III) the date on which or until the administrative agent and/or the lenders under the ABL Credit Agreement or First Lien Credit Agreement, as applicable, have exercised their secured creditor remedies as a result of such default; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any required payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries100,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance fail to observe or performance of perform any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, (i) with respect to Indebtedness consisting of any Hedge Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsHedging Agreements and (ii) secured Indebtedness that becomes due solely as a result of the sale, transfer or other Disposition (including as a result of Recovery Event) of the property or assets securing such Indebtedness), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure remains unremedied or has not been waived (including in the form of an amendment) by the holders of such Indebtedness or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid prior to the stated maturity thereof other than by (x) a regularly scheduled required prepayment or (y) as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereofredemption; provided that this clause (b) shall not apply to (A) Indebtedness outstanding under any Hedging Agreements that becomes due pursuant to a termination event or equivalent event under the terms of such Hedging Agreements, (B) secured Indebtedness that becomes due as a result of the voluntary sale a Disposition or transfer of a Recovery Event with respect to the property or assets securing such Indebtedness, if such sale Indebtedness or transfer (C) Indebtedness that is permitted hereunder convertible into Capital Stock and under the documents providing for such Indebtednessconverts to Capital Stock in accordance with its terms; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Material Indebtedness (other than the ObligationsIndebtedness described in Section 11.1) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or of agreement under which such Indebtedness was created created, (ii) experience the occurrence of a Triggering Event as such term is defined in the Intercreditor Agreement, or (iiiii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, (1) with respect to Indebtedness consisting in respect of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements and (2) secured Indebtedness that becomes due as a result of a Disposition (including as a result of Casualty Event) of the property or assets securing such Indebtedness permitted under this Agreement), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , unless, in the case of each of the foregoing, such holder or holders shall have (bor through its or their trustee or agent on its or their behalf) without limiting the provisions of clause (a) above, any waived such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by default in a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant writing to the terms of such Hedge Agreements)Borrower, prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of 143 $100,000,000 40,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $40,000,000 that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement) or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $40,000,000 that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) Any Credit Party shall default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents or Intercompany Indebtedness) in a principal amount in excess of the Dollar Equivalent of $100,000,000 75,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (after the expiration of any grace period but determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem the full amount of such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of provided that clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (bg)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; provided, if further, that notwithstanding any provision of this subsection (g) to the contrary, to the extent that the terms of any such sale agreement or transfer is permitted hereunder instrument governing the sale, pledge or disposal of Margin Stock or utilization of the proceeds of such Indebtedness in connection therewith would result in such acceleration or in an Event of Default or an Unmatured Event of Default under this Agreement, and would cause this Agreement or any Loan to be subject to the margin requirements or any other restriction under the documents providing for Regulation U, then such Indebtednessacceleration shall not constitute an Event of Default or Unmatured Event of Default under this subsection (g); or

Default Under Other Agreements. (ai) The Holdings, the Lead Borrower or any of the its Restricted Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; maturity or (bii) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) aboveHoldings, the Lead Borrower or any such Indebtedness of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; , provided that (A) it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least equal to the Threshold Amount, (B) the preceding clause (bii) shall not apply to secured Indebtedness that becomes due as a result of the a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder and (C) an Event of Default under clause (i)(y) of this Section 11.04 with respect to the ABL Credit Agreement shall not be an Event of Default until the earliest of (I) in the case of a payment default, the first date on which such default shall continue unremedied for a period of 30 days after the date of such default (during which period such default is not waived or cured), (II) the date on which the Indebtedness under the documents providing for ABL Credit Agreement has been accelerated as a result of such Indebtednessdefault and (III) the date on which or until the administrative agent and/or the lenders under the ABL Credit Agreement have exercised their secured creditor remedies as a result of such default; or

Default Under Other Agreements. (a) The Borrower Company or any of the Restricted its Material Subsidiaries shall (i) default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any payment amount owing in respect of any Indebtedness in the principal amount of $200,000,000 or more and such default shall continue beyond any applicable grace period; or (ii) the Company or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanexist, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), if the effect of which default or other such default, event or condition is to cause, accelerate the maturity of any such Indebtedness or to permit the holder or holders of such Indebtedness (thereof, or a any trustee or agent on behalf for such holders, to accelerate the maturity of any such Indebtedness, unless, in each case, waived by such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall become or be declared to be due and payable, or required payable prior to be prepaid its stated maturity other than by as a result of a regularly scheduled required prepayment or as a mandatory prepayment (andpayment, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to and the terms principal amount of such Hedge Agreements), prior to the stated maturity thereofIndebtedness exceeds $200,000,000; provided that this clause (bii) shall not apply to (A) any repurchase, prepayment, defeasance or redemption, or any offer therefor, of any Indebtedness of any Person acquired by the Company or any Subsidiary required to be made solely as a result of a “change of control” of such Person as a result of the consummation of such acquisition, (B) any mandatory prepayment of any bridge financing required to be made with the proceeds of any other Indebtedness incurred by the Company or any Subsidiary or the proceeds of any dispositions of assets or issuance of equity interests consummated by the Company or any Subsidiary, (C) any repurchase, repayment, defeasance or redemption, or any offer therefor, of any Indebtedness of the Company or any Subsidiary incurred to finance, in whole or in part, an Acquisition and any related transactions required to be made pursuant to a “special mandatory redemption” provision (or other similar provision) as a result of such Acquisition not having been consummated, (D) any secured Indebtedness that becomes becoming due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if (E) any Indebtedness becoming due as a result of a voluntary refinancing thereof permitted hereunder, (F) in the event that a lender under any revolving loan facility becomes a “defaulting lender” (as defined therein), a prepayment or cash collateralization by the Company or such sale Material Subsidiary of any unreallocated portion of such defaulting lender’s outstanding swing line loans under any such revolving loan facility, and (G) for the avoidance of any doubt, any right of a holder or transfer holders of any Indebtedness that is permitted hereunder convertible into equity interests (1) to require the repurchase, repayment or redemption of such Indebtedness on a predetermined date provided in the definitive documentation governing such Indebtedness, (2) to require an offer to repurchase, repay or redeem such Indebtedness on such date or the delivery of a notice with respect thereto or (3) to convert such Indebtedness into equity interests, together with any cash settlement thereof, in each case under this clause (G), so long as such right (other than the right to convert such Indebtedness into equity interests of the Borrower, settled solely in such equity interests and cash in lieu of fractional shares thereof) does not result from any “change of control”, “fundamental change” or a similar event (however defined) under the documents providing for definitive documentation governing such Indebtedness; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 36,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $36,000,000 that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $36,000,000 that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; provided, further, that with respect to the First Lien Facilities, any Permitted Other Indebtedness (as defined in the First Lien Credit Agreement) and any Refinancing Other Indebtedness (as defined in the First Lien Credit Agreement), in each case, that is secured by a Lien on the Collateral on a senior basis to the Obligations, such failure shall constitute an Event of Default hereunder only if (I) such failure results from the failure to pay at scheduled maturity any such Indebtedness in excess of $36,000,000 and such Indebtedness has become due and payable in accordance with its terms or (II) the holders of such Indebtedness have caused the same to become due and payable prior to the scheduled maturity thereof; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1, Hedging Obligations or Indebtedness under any Permitted Receivables Financing) in excess of $100,000,000 300,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, Subsidiaries beyond the period of gracegrace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan any agreement or condition relating to, with respect to or provided in any instrument or agreement, under which such Hedging Obligations or such Permitted Receivables Financing was created) beyond the period of grace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness consisting of any Hedge Agreementswas created, termination events or equivalent events pursuant to the terms of such Hedge Agreements), if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than any Hedging Obligations or Indebtedness under any Permitted Receivables Financing) or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that this clause clauses (a) and (b) above shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that this Section 11.4 shall not apply to (i) any Indebtedness if the sole remedy of the holder thereof following such event or condition is to elect to convert such Indebtedness into Stock or Stock Equivalents (other than Disqualified Stock) and cash in lieu of fractional shares or (ii) any such default that is remedied by or waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the Borrower or the applicable Restricted Subsidiary in either case, prior to acceleration of all the Term Loans pursuant to this Section 11; or

Default Under Other Agreements. (ai) The Borrower Parent or any of the its Restricted Subsidiaries shall (iA) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess having an outstanding aggregate principal amount of more than $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, 50,000,000 beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiB) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist having an outstanding aggregate principal amount of more than $50,000,000 (other than, with respect to Indebtedness consisting of any Hedge Interest Rate Protection Agreements or Other Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)Interest Rate Protection Agreements or Other Hedging Agreements and not as a result of any default thereunder by any Credit Party) beyond any period of grace, if any, provided therein or contained in any instrument or agreement evidencing, securing or relating thereto beyond any period of grace, if any, provided therein, or any other event shall occur or condition exist beyond any period of grace applicable thereto, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (bii) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) above, Parent or any such Indebtedness of its Restricted Subsidiaries having an outstanding aggregate principal amount of more than $50,000,000 shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory repayment (unless such required prepayment (and, with respect to Indebtedness consisting or mandatory repayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; provided that this clause clauses (bi) and (ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Equity Interests and converts to Equity Interests in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Parent, Holdings, the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 10. Notwithstanding the foregoing provisions of this Section 10.01(d), no breach, default or event of default under the ABL Loan Documents shall constitute an Event of Default under this Section 10.01(d), except (X) any event of default, giving effect to any applicable grace period, under Section 8.1 of the ABL Credit Agreement (or any successor provision thereto), (Y) any event of default (except any event of default described in the immediately preceding clause (X) or arising as a result of a breach of Section 7.1 of the ABL Credit Agreement (or any other financial covenant subsequently added to the ABL Credit Agreement or contained in any Permitted Refinancing of the ABL Credit Agreement)), giving effect to any applicable grace period, under the ABL Credit Agreement that remains unremedied and unwaived for 60 consecutive days after the occurrence thereof, or (Z) any acceleration of the Advances or termination of the Revolver Commitments (each as defined in the ABL Credit Agreement) prior to the scheduled maturity thereof as a result of an event of default under the ABL Loan Documents; or

Default Under Other Agreements. (a) The US Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Loan Document Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting any Indebtedness (other than the provisions Loan Document Obligations) of clause (a) above, the US Borrower or any such Indebtedness of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or (c) any event shall occur or condition shall exist the effect of which is to cause, or permit any participant or participants in a Permitted Securitization Financing (or a trustee or agent on behalf of such participant or participants) to cause (determined without regard to whether any notice is required) the purchase of Receivables Assets or Inventory Assets under such Permitted Securitization Financing to terminate prior to the stated maturity thereof; provided that this it shall not constitute an Event of Default pursuant to clause (a), (b) shall not apply or (c)of this Section 8.04 unless the principal amount of any one issue of such Indebtedness (or, in the case of clause (c), the Financed Amounts then outstanding under such Permitted Securitization Financing), or the aggregate amount of all such Indebtedness (or, in the case of clause (c), such Financed Amounts) referred to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtednessin clauses (a) and (b) above, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; orexceeds $30,000,000 at any one time;

Default Under Other Agreements. (a) The Borrower Company or any of the Restricted Subsidiaries -------------------------------- Subsidiary shall (i) default in any payment with respect to any Indebtedness for borrowed money (other than the Obligationsthis Note) which Indebtedness has an outstanding principal amount in excess of $100,000,000 250,000 individually or $750,000 in the aggregate (provided that for all such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted SubsidiariesIndebtedness, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement agreement, covenant or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturitymaturity and such default or event shall continue beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created (after giving effect to any consent or waiver obtained and then in effect thereunder) and such default shall continue for five days (or to such earlier date as the holder of any other Indebtedness shall declare the same due and payable by reason of such default; or (b) without limiting any Indebtedness of the provisions Company or any Subsidiary which has an outstanding principal amount in excess of clause (a) above, any the $250,000 individually or $750,000 in the aggregate for all such Indebtedness shall shall, in accordance with its terms, be declared to be due and payable, or required to be prepaid other than by a regularly scheduled or required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), payment prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (ai) The Borrower or any of the Restricted Subsidiaries shall (ix) default in fail to make any required payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1(a)) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries60,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance fail to observe or performance of perform any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, (x) with respect to Indebtedness consisting of any Hedge Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsHedging Agreements and (y) secured Indebtedness that becomes due solely as a result of the sale, transfer or other Disposition (including as a result of Recovery Event) of the property or assets securing such Indebtedness), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due prior to its stated maturity or required to be repurchased, prepaid, defeased or redeemed (automatically redeemed; provided that such failure remains unremedied or otherwise), or an offer to repurchase, prepay, defease or redeem has not been waived by the holders of such Indebtedness to be made, prior to its stated maturity; or (bii) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), redemption prior to the stated maturity thereof; provided that this clause (bii) shall not apply to (A) Indebtedness outstanding under any Hedging Agreements that becomes due pursuant to a termination event or equivalent event under the terms of such Hedging Agreements and (B) secured Indebtedness that becomes due as a result of the voluntary sale a Disposition or transfer of a Recovery Event with respect to the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1, Hedging Obligations or Indebtedness under any Permitted Receivables Financing) in excess of $100,000,000 300,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, Subsidiaries beyond the period of gracegrace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan any agreement or condition relating to, with respect to or provided in any instrument or agreement, under which such Hedging Obligations or such Permitted Receivables Financing was created) beyond the period of grace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness consisting of any Hedge Agreementswas created, termination events or equivalent events pursuant to the terms of such Hedge Agreements), if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than any Hedging Obligations or Indebtedness under any Permitted Receivables Financing) or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that this clause clauses (a) and (b) above shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that this Section 11.4 shall not apply to (i) any Indebtedness if the sole remedy of the holder thereof following such event or condition is to elect to convert such Indebtedness into Stock or Stock Equivalents (other than Disqualified Stock) and cash in lieu of fractional shares or (ii) any such default that is remedied by or waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the Borrower or the applicable Restricted Subsidiary in either case, prior to acceleration of all the Revolving Credit Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $100,000,000 30,600.000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x)$30,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x)$30,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 50,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $50,000,000 that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement) or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $50,000,000 that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any required payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1) in excess of the greater of (x) $100,000,000 in the aggregate 215,000,000 and (provided that such $100,000,000 minimum shall not apply in the case y) 30.0% of any Permitted Debt Exchange Notes), for Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such Restricted Subsidiariesdate of determination (measured as of such date) based upon the Internal Financial Statements most recently available on or prior to such date, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance fail to observe or performance of perform any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, (i) with respect to Indebtedness consisting of any Hedge Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsHedging Agreements and (ii) secured Indebtedness that becomes due solely as a result of the sale, transfer or other Disposition (including as a result of Recovery Event) of the property or assets securing such Indebtedness), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure remains unremedied or has not been waived (including in the form of an amendment) by the holders of such Indebtedness or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid prior to the stated maturity thereof other than by (x) a regularly scheduled required prepayment or (y) as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereofredemption; provided that this clause (b) shall not apply to (A) Indebtedness outstanding under any Hedging Agreements that becomes due pursuant to a termination event or equivalent event under the terms of such Hedging Agreements, (B) secured Indebtedness that becomes due as a result of the voluntary sale a Disposition or transfer of a Recovery Event with respect to the property or assets securing such Indebtedness, if such sale Indebtedness or transfer (C) Indebtedness that is permitted hereunder convertible into Capital Stock and under the documents providing for such Indebtednessconverts to Capital Stock in accordance with its terms; or

Default Under Other Agreements. If there is (a) The Borrower an “Event of Default” (as defined in the Revolving Indebtedness Documents) or (b) a default in one or more agreements to which a Credit Party, any of its Domestic Subsidiaries or any of the Restricted its Material Foreign Subsidiaries shall (i) default in is a party with one or more third Persons relative to a Credit Party’s or any payment with respect to any of such Subsidiary’s Indebtedness (other than the Obligations) in excess involving an aggregate amount of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply 25,000,000 or more, and, in the case of any Permitted Debt Exchange Notesthis clause (b), for such default (i) occurs at the Borrower and such Restricted Subsidiariesfinal maturity of the obligations thereunder, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default results in a right by the observance or performance holders of any agreement or condition relating the related Indebtedness, irrespective of whether exercised, to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to accelerate the terms maturity of such Hedge Agreements), the effect of which default Credit Party’s or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereofSubsidiary’s obligations thereunder; provided that this clause (b) there shall not apply to secured Indebtedness that becomes due be an Event of Default hereunder as a result of the voluntary sale or transfer existence of a default under the definitive documentation governing any Acquired Indebtedness permitted as Permitted Indebtedness hereunder to the extent (x) such Acquired Indebtedness is repaid in full within 60 days of the property consummation of the Permitted Acquisition, (y) the Borrower has notified the Administrative Agent in writing of the Credit Parties’ intent to so repay such Indebtedness in full during such 60 day period, and (z) no holder of such Acquired Indebtedness has commenced any enforcement actions with respect thereto or assets securing acceleration of the maturity thereof; provided further that no such Indebtedness, event under the Revolving Indebtedness Documents (other than a payment default) shall constitute an Event of Default under this Section 11.1(g) until the earliest to occur of (x) the date that is thirty (30) days after such event or circumstance (but only if such sale event or transfer is permitted hereunder circumstance has not been waived or cured), (y) the acceleration of the Revolving Indebtedness and under (z) the documents providing for such Indebtedness; orexercise of any remedies by the Revolving Administrative Agent or collateral agent or any lenders holding Revolving Indebtedness (or Permitted Refinancing Indebtedness in respect thereof) in respect of any Collateral;

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in The Company or any Restricted Subsidiary shall (x) fail to make any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance fail to observe or performance of perform any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default failure or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (bii) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) above, the Company or any such Indebtedness Restricted Subsidiary shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), payable prior to the stated maturity thereof; provided that that, (A) it shall not be a Default or an Event of Default under this clause Section 10.04 unless the principal amount of any Indebtedness as described in the preceding clauses (bi) and (ii) is at least equal to the Threshold Amount and (B) the preceding clauses (i) and (ii) of this Section 10.04 shall not apply to secured (x) Indebtedness that becomes due as a result of the voluntary sale a sale, transfer or transfer other disposition (including as a result of a Casualty Event) of the property or assets securing such Indebtedness, if such sale sale, transfer or transfer other disposition is otherwise permitted hereunder and hereunder, (y) any Indebtedness permitted to exist or be incurred under the documents providing for terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Administrative Agent and the Lenders under Section 10.10), excess cash flow or other customary provision in such IndebtednessIndebtedness giving rise to such requirement to prepay, defease, repurchase or redeem in the absence of any default thereunder or (z) Indebtedness in respect of any Hedging Agreement that becomes due pursuant to a termination event or equivalent event (other than an event that, pursuant to the terms of such Hedging Agreement, constitutes a default or event of default in accordance with the terms thereof ) under the terms of such Hedging Agreement; or

Default Under Other Agreements. (a) The Borrower Company or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default beyond any period of grace in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (b) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) above, the Company or any such Indebtedness of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid prepaid, in each case other than (x) by a regularly scheduled required prepayment or as a pursuant to customary mandatory prepayment (andprovisions in connection with asset sales, with respect to Indebtedness consisting casualty and condemnation events, the incurrence of any Hedge Agreementsindebtedness, other than due to a termination event the issuance of Equity Interests or equivalent event pursuant to the terms of such Hedge Agreements)excess cash flow, prior to the stated maturity thereof; provided that this clause (bthereof or any payment on demand in respect of Indebtedness incurred under Section 10.04(y) shall in accordance with the terms of such Indebtedness and not apply to secured Indebtedness that becomes due as a result of a default thereunder, (y) in connection with any payment, prepayment, redemption, repurchase or acquisition for value of Indebtedness permitted under Section 10.08 and (z) any Net Share Settlement of any Permitted Convertible Notes; provided that it shall not be a Default or an Event of Default under this Section 11.04 unless the voluntary sale or transfer aggregate principal amount of all Indebtedness as described in preceding clauses (a) and (b) is at least equal to the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such IndebtednessThreshold Amount; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $100,000,000 30,600.000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace periodperiods and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x)$30,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x)$30,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $100,000,000 45,000,000 and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $45,000,000 and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $45,000,000 and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings, the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (ai) The Borrower or any of the its Restricted Subsidiaries shall (i) default in any payment with respect to any Material Indebtedness (other than the ObligationsIndebtedness described in Section 11.1) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or of agreement under which such Indebtedness was created or created, (ii) the Borrower or any of its Restricted Subsidiaries shall default in the observance or performance of any agreement or condition relating (other than a payment default) to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event (other than a payment default) shall occur or condition exist (other than, with respect to than secured Indebtedness consisting that becomes due as a result of any Hedge Agreements, termination events a Disposition (including as a result of a casualty event) of the property or equivalent events pursuant to the terms of assets securing such Hedge AgreementsIndebtedness permitted under this Agreement), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , unless, in the case of each of the foregoing or (biii) without limiting the provisions of clause a default or other event or condition (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event events or equivalent event events pursuant to the terms of such Hedge AgreementsTransactions) shall occur and be continuing under any Hedging Transaction between any Credit Party and any Person which results in a net payment being due by such Credit Party in excess of $10,000,000 and such payment is not paid when due (after giving effect to all grace periods), prior unless in the case of each of (i)-(iii) of the foregoing, such holder or holders shall have (or through its or their trustee or agent on its or their behalf) waived such default in a writing to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; orBorrower.

Default Under Other Agreements. If there is (a) The Borrower an Event of Default as defined in the 2017 Notes Documents; (b) a default in one or more agreements to which a Loan Party or any of its Subsidiaries is a party with one or more third Persons relative to a Loan Party’s or any of its Subsidiaries’ Indebtedness involving an aggregate principal amount of $10,000,000 or more (other than Indebtedness under the Restricted Subsidiaries shall ABL Credit Agreement and the MSD Term Loan Agreement and their respective Refinancing Indebtedness incurred pursuant to clause (l) of “Permitted Indebtedness” definition, and Hedging Obligations), and such default (after giving effect to any grace period therefor) (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or its Subsidiary’s obligations thereunder; (c) the occurrence of any event of default in (after giving effect any payment grace period therefor) with respect to any Indebtedness (other than Hedge Agreement, if the Obligationseffect of such event of default after giving effect any grace period therefor) is to cause or to permit the counterparty under any such Hedge Agreement, to cause a Hedge Termination Value having an aggregate principal amount in excess of $100,000,000 10,000,000 to become or be declared immediately due and payable prior to its maturity; (d) an Event of Default as defined in the aggregate (provided that such $100,000,000 minimum Existing ABL Credit Agreement or the MSD Term Loan Agreement which shall not apply have resulted in the case acceleration of the maturity of the Indebtedness thereunder; (e) a default on the payment of any Permitted Debt Exchange Notesprincipal due under the Existing ABL Credit Agreement or the MSD Term Loan Agreement, as applicable, on the stated maturity date thereof; (f) a default on the payment of any other principal payment (other than as set forth in clause (e) above) required by, or interest due under, the Existing ABL Credit Agreement or the MSD Term Loan Agreement that results in acceleration of the Indebtedness thereunder or continues for more than 30 days after the earlier of notice of such default from the Existing ABL Agent or the MSD Term Loan Agreement or a senior officer of Borrower having knowledge of such default); and (g) an “Event of Default” as defined in the Existing ABL Credit Agreement or the MSD Term Loan Agreement (other than as described in clauses (d), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created (e) or (iif) default in above); provided that, notwithstanding the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencingforegoing, securing or relating thereto, or any other event shall occur or condition exist (other than, solely with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b), clause (c) shall and clause (g) of this Section 8.7, if such default, event of default or “Event of Default” (as applicable) is waived or cured in accordance with the applicable underlying governing agreements or provisions of the Existing ABL Credit Agreement or the MSD Term Loan Agreement, as applicable, the applicable Event of Default under this Section 8.7(b), 8.7(c) or 8.7(g), as applicable, will also be deemed automatically waived or cured, regardless of whether or not apply to secured Indebtedness that becomes due Agent or any Lender has exercised any of its remedies in connection therewith. If the Obligations have been accelerated solely as a result of an Event of Default arising based on clause (b), clause (c) or clause (g) of this Section 8.7 (which for the voluntary sale or transfer avoidance of doubt, shall not include an acceleration of the property Obligations due to any other clause of this Section 8.7 (including, clauses (d), (e) or assets securing (f) above)) and such IndebtednessEvent of Default is waived or cured as a result of giving effect to the proviso set forth in this Section 8.7, if then the Agent and the Lenders will rescind such sale or transfer is permitted hereunder acceleration and under the deliver any documents providing for to Borrower to evidence such Indebtedness; orrescission.

Default Under Other Agreements. (ai) The Borrower or any of the its Restricted Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period), if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required, but after giving effect to any waiver, amendment, cure or grace period), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (bii) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) abovethe Borrower, any such Indebtedness of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that thereof (other than, in the case of this clause (b) shall not apply to ii), any secured Indebtedness that becomes due is required to be prepaid as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if Indebtedness so long as such sale or transfer is permitted hereunder not prohibited under this Agreement and such Indebtedness is paid in full concurrently with such sale or transfer), provided that it shall not be a Default or an Event of Default under this Section 10.04 unless the documents providing for such Indebtednessaggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $15,000,000; or

Default Under Other Agreements. (ai) The Borrower Parent or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than (x) Indebtedness extended by one or more Lenders or affiliates (as defined in Regulation U) thereof, if such Indebtedness is secured directly or indirectly by Margin Stock and (y) the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than (x) Indebtedness extended by one or more Lenders or affiliates (as defined in Regulation U) thereof, if such Indebtedness is secured directly or indirectly by Margin Stock and (y) the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; maturity or (biii) without limiting the provisions of clause any Indebtedness (aother than (x) aboveIndebtedness extended by one or more Lenders or affiliates (as defined in Regulation U) thereof, any if such Indebtedness is secured directly or indirectly by Margin Stock and (y) the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; , provided that this clause (b) it shall not apply to secured Indebtedness that becomes due as be a result Default or Event of Default under this Section 11.04 if a waiver of any of the voluntary sale defaults described in the preceding clauses (i) through (iii) has been obtained or transfer if the aggregate principal amount of the property or assets securing such Indebtednessall Indebtedness as described in preceding clauses (i) through (iii), if such sale or transfer inclusive, is permitted hereunder and under the documents providing for such Indebtedness; orless than $10,000,000.

Default Under Other Agreements. (ai) The Borrower Company, any Guarantor or any of the Restricted their respective Subsidiaries shall fail (iA) default in to make any payment with respect to of any principal of, or interest or premium on, any Indebtedness (other than in respect of the ObligationsLoans) in excess having an aggregate principal amount (including undrawn committed or available amounts) of more than $100,000,000 in the aggregate 100,000 when due (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)whether by scheduled maturity, for the Borrower required prepayment, acceleration, demand or otherwise) and such Restricted Subsidiaries, beyond failure shall continue after the period of graceapplicable notice or grace period, if any, provided specified in the agreement or instrument or agreement under which relating to such Indebtedness was created as of the date of such failure; or (iiB) default in the observance to perform or performance of observe any term, covenant or condition on its part to be performed or observed under any agreement or condition instrument relating to any such Indebtedness Indebtedness, when required to be performed or contained in any instrument or agreement evidencing, securing or relating theretoobserved, or any other event shall occur or condition shall exist (other thanunder any such agreement or instrument, with respect to Indebtedness consisting of any Hedge Agreementsand such failure, termination events event or equivalent events pursuant to condition shall continue after the terms of applicable, notice or grace period, if any, specified in such Hedge Agreements)agreement or instrument, if the effect of which default or other such failure, event or condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Indebtedness Indebtedness; (or a trustee or agent on behalf of such holder or holdersii) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreementsprepayment), prior to the stated maturity thereof; provided that this clause or (biii) shall not apply there is a default under any Material Contract and such default results in the right by the other party thereto, irrespective of whether exercised, to secured Indebtedness that becomes due as a result accelerate the maturity of the voluntary sale Company's, any Guarantor's or transfer any of their respective Subsidiaries' obligations thereunder, to terminate, cancel or amend such Material Contract, or to refuse to renew such Material Contract pursuant to an automatic renewal right therein, or any Material Contract terminates other than in accordance with its terms or with the approval of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under Board of Directors of the documents providing for such Indebtedness; orCompany.

Default Under Other Agreements. (ai) The Borrower or any of the Restricted Subsidiaries Any Credit Party shall (ix) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturitymaturity (it being understood that a default or other event or condition described above in this clause (y) shall cease to constitute an Event of Default if and when same has been cured or otherwise ceases to exist, in each case prior to the taking of any action by the Required Holders pursuant to Section 12); or (bii) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) above, any such Indebtedness Credit Party shall be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; provided that this it shall not constitute an Event of Default pursuant to clause (bi) shall not apply to secured Indebtedness that becomes due as a result or (ii) of this Section 11(d) unless the voluntary sale or transfer principal amount of the property or assets securing any one issue of such Indebtedness, if or the aggregate amount of all such sale or transfer is permitted hereunder Indebtedness referred to in clauses (i) and under the documents providing for such Indebtedness(ii) above, exceeds $500,000 at any one time; or

Default Under Other Agreements. (ai) The Borrower or any of the Restricted its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due (and/or, in the case of an Interest Rate Agreement or Other Hedging Agreement, to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, terminated) prior to its stated maturity; , or (bii) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) above, the Borrower or any such Indebtedness of its Subsidiaries shall be declared to be (or shall become) due and payablepayable (and/or, in the case of an Interest Rate Agreement or Other Hedging Agreement, to be terminated), or required to be prepaid (and/or terminated, as the case may be) other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $50,000,000 or unless such Indebtedness is in respect of the Second Lien Term Loans, the First Lien Notes Indenture or (prior to the Pulitzer Debt Satisfaction Date) the Pulitzer Debt or any Permitted Pulitzer Debt Refinancing Indebtedness; provided, however, that with respect to any default under Section 7F of the Pulitzer Debt Agreement or any analogous financial maintenance covenants in any Permitted Pulitzer Debt Refinancing Indebtedness (such default, a “Pulitzer Financial Covenant Default”), such default shall only constitute an Event of Default hereunder if the Pulitzer Debt Satisfaction Date has not occurred at such time and such default occurs and is not cured or waived within 30 days after the occurrence of such default; provided that this clause further that, so long as no Default or Event of Default has otherwise occurred and is continuing (b) or was otherwise occurring or continuing at such time), it shall not apply be (nor shall it have been) a Default or Event of Default under this Section 11.04 if an event of default or default arises (or arose on or prior to secured Indebtedness that becomes due the Effective Date)) under a Deferred Intercompany Note solely as a result of the voluntary sale Borrower’s, Xxx Publications, Inc.’s or transfer Sioux City Newspapers, Inc.’s failure (X) to pay, prior to the final maturity thereof, the principal amount of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and Intercompany Loans under the documents providing Deferred Intercompany Notes as and when it becomes (or became) due and payable and (Y) to have paid, prior to such Effective Date, interest on the Intercompany Loans under the Deferred Intercompany Notes as and when it became due and payable (and, for such Indebtednessthe avoidance of doubt, it shall not be (nor shall it have been) a Default or Event of Default if a holder of a Deferred Intercompany Note shall fail (or shall have failed) to take any action to enforce its rights under any Deferred Intercompany Note in respect of the foregoing); or

Default Under Other Agreements. (a) The Any Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 50,000,000 in the aggregate (provided that such $100,000,000 50,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the such Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $50,000,000 that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $50,000,000 that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (ax) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in fail to make any payment with respect to any Indebtedness (other than the Obligations) with an aggregate principal amount in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries40,000,000, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace periods and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $40,000,000 in respect of any Hedge Agreement that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (x) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (by) without limiting the provisions of clause (ax) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (x)(i) above shall apply to any failure to make any payment in excess of $40,000,000 in respect of any Hedge Agreement that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (by) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (ii) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder or (iii) any breach or default that is (I) remedied by Holdings or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted its Subsidiaries shall (A) (i) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Notes) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (biii) without limiting any Indebtedness (other than the provisions Notes) of clause (a) above, Holdings or any such Indebtedness of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prepayment, prior to the stated maturity thereof, or as a mandatory prepayment (and, with respect to Indebtedness consisting B) (i) default in any payment of any Hedge AgreementsOperating Lease Obligations beyond the period of grace, if any, provided in the instrument or agreement under which such Operating Lease Obligations were created or (ii) default in the observance or performance of any agreement or condition relating to any Operating Lease Obligations or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Operating Lease Obligations (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Operating Lease Obligations to become due or prepayable prior to its stated maturity, or (iii) any Operating Lease Obligations of Holdings or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than due to by a termination event or equivalent event pursuant to the terms of such Hedge Agreements)regularly scheduled required payment, prior to the stated maturity thereof; provided that this clause (b) it shall not apply to secured be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness that becomes due and Operating Lease Obligations as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer described in preceding clauses (A) and (B) is permitted hereunder and under the documents providing for such Indebtednessat least $4,000,000; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in the aggregate in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)250,000,000, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created, the effect of which payment default is to cause, or permit the holder or holders of such Indebtedness (or trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that prior to the acceleration of the Obligations pursuant to this Section 11, such default pursuant to this clause (a)(ii) shall be cured under this Agreement if the default under such other Indebtedness has been remedied, cured or waived by the holders thereof (or such holders’ agent) in accordance with the terms of such Indebtedness or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) Section 11.4 shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale sale, transfer or transfer other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such IndebtednessIndebtedness (to the extent such sale, if such sale transfer or transfer other disposition is permitted hereunder and not prohibited under the documents providing for such Indebtednessthis Agreement); or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 75,000,000 individually or $150,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice or lapse of time is required, provided that the existence of any Event of Default under this Section 9.04(a)(ii) with respect to Indebtedness outstanding under the 364 DF Credit Agreement shall be determined after giving effect to any notice or lapse of time provided to the Borrower in the 364 DF Credit Agreement), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; , provided that this clause to the extent Holdings or any of its Subsidiaries incurs (bincluding pursuant to a committed facility not borrowed thereunder but with commitments aggregating) shall or issues Indebtedness in an aggregate principal amount of at least $100,000,000 at any time that contains any default covering any action, failure to act and/or other circumstances of or affecting any Affiliate of Holdings (other than the Borrower and its Subsidiaries) not apply to secured Indebtedness that becomes due included as a result Events of Default hereunder (other than any of the voluntary sale or transfer foregoing relating solely to Holdings and its Subsidiaries), then this Section 9.04 shall be deemed to be automatically amended to include such defaults effective as of the property date of the incurrence or assets securing issuance of such IndebtednessIndebtedness (it being agreed that the Borrower and Holdings will cooperate with the Senior Managing Agents to obtain an amendment to this Agreement, if in form and substance satisfactory to the Majority SMA, formalizing the inclusion of such sale or transfer is permitted hereunder and defaults under the documents providing for such Indebtednessthis Agreement); or

Default Under Other Agreements. (ax) The Borrower Holdings or any of the its Restricted Subsidiaries shall (iA) default in any payment with respect to of any Indebtedness (other than the ObligationsObligations and the Indebtedness described in clause (y) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, below) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiB) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan the Obligations and the Indebtedness described in clause (y) below) beyond any period of grace, with respect to Indebtedness consisting of any Hedge Agreementsif any, termination events or equivalent events pursuant to the terms of such Hedge Agreements), provided therein if the effect of which such default or other event or condition (however denominated) is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that it shall not be a Default or an Event of Default under clause (x) of this Section 10.01(d) unless the aggregate principal amount of all Indebtedness as described above with respect to which such default, other event or condition, has occurred and is continuing is at least $15,000,000, or (by) Holdings or any of its Restricted Subsidiaries shall (A) default in any payment of any Indebtedness under the ABL Loan Documents (or any Permitted Refinancing Indebtedness with respect thereto and secured on a pari passu basis therewith) beyond the period of grace, if any, provided therein or (B) default in the observance or performance of any agreement or condition relating to the Indebtedness under, or contained in, the ABL Loan Documents (or any Permitted Refinancing Indebtedness with respect thereto and secured on a pari passu basis therewith) beyond any period of grace, if any, provided therein, if the effect of such default (however denominated) is to cause, or to permit the holder or holders of commitments or Indebtedness under the ABL Loan Documents (or any Permitted Refinancing Indebtedness with respect thereto and secured on a pari passu basis therewith), as applicable (or an agent on behalf of such holder or holders) to cause (determined without limiting the provisions of clause (a) aboveregard to whether any notice is required), any such commitments or Indebtedness shall be declared to be due and payableterminated or become due, as applicable, prior to its stated expiration or required to be prepaid other than by a regularly scheduled required prepayment or maturity, as a mandatory prepayment (andthe case may be; provided that, notwithstanding the foregoing, with respect to Indebtedness consisting any breach or default with respect to Section 10.11 of the ABL Credit Agreement (or any Hedge Agreements, other than due to a termination event or equivalent event pursuant financial covenant subsequently added to the terms ABL Credit Agreement or contained in any Permitted Refinancing of such Hedge Agreementsthe ABL Credit Agreement), prior to such breach or default shall constitute an Event of Default under this Agreement only if the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due of the obligations under the ABL Credit Agreement are accelerated as a result of the voluntary sale such breach or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtednessdefault; or

Default Under Other Agreements. (a) The Holdings, the Parent Borrower or any of the their Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 the Threshold Amount in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiariesaggregate, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the Threshold Amount that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a)(ii) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement and such Indebtedness is satisfied upon such sale, transfer or other disposition), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the Threshold Amount that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and to the extent such Indebtedness is satisfied upon such sale or transfer, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings, the Parent Borrower or the applicable Restricted Subsidiary or (II) waived in writing (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in The Borrower, CRT or any other Subsidiary (A) fails to make any payment with when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Debt or Guarantee (including amounts owing to all creditors under any Indebtedness (other than combined or syndicated credit arrangement but excluding the ObligationsDebt hereunder) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)13,000,000.00, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiB) default in the observance fails to observe or performance of perform any other agreement or condition relating to any such Indebtedness Debt or Guarantee in excess of $13,000,000.00 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)occurs, the effect of which default or other event or condition is (1) to cause, or to permit cause the holder or holders of such Indebtedness Debt or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, any such Indebtedness be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise)) at any time, or (2) an offer to repurchase, prepay, defease or redeem the outstanding principal amount of such Indebtedness Debt to be mademade at any time, prior to its stated maturity, or (3) Guarantees securing the outstanding principal amount of such Debt to become payable at any time or (4) cash collateral in respect thereof to be demanded at any time; or (bii) without limiting there occurs under any Swap Contract in excess of $13,000,000.00 an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the provisions of clause Borrower, CRT or any Subsidiary is the Defaulting Party (aas defined in such Swap Contract) aboveor (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower, CRT or any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or Subsidiary is an Affected Party (as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreementsso defined), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or.

Default Under Other Agreements. (a) The the Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $100,000,000 81,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $81,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $81,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; provided, further, that no ABL Financial Covenant Default shall constitute an Event of Default under this Section 11.4 until the acceleration of the Indebtedness (if any) or termination of commitments under the ABL Facility; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 75,000,000 individually or $150,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice or lapse of time is required, provided that the existence of any Event of Default under this Section 9.04(a)(ii) with respect to Indebtedness outstanding under the Nabisco Credit Agreement shall be determined after giving effect to any notice or lapse of time provided to the Borrower in the Nabisco Credit Agreement), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; , provided that this clause to the extent Holdings or any of its Subsidiaries incurs (bincluding pursuant to a committed facility not borrowed thereunder but with commitments aggregating) shall or issues Indebtedness in an aggregate principal amount of at least $100,000,000 at any time that contains any default covering any action, failure to act and/or other circumstances of or affecting any Affiliate of Holdings (other than the Borrower and its Subsidiaries) not apply to secured Indebtedness that becomes due included as a result Events of Default hereunder (other than any of the voluntary sale or transfer foregoing relating solely to Holdings and its Subsidiaries), then this Section 9.04 shall be deemed to be automatically amended to include such defaults effective as of the property date of the incurrence or assets securing issuance of such IndebtednessIndebtedness (it being agreed that the Borrower and Holdings will cooperate with the Senior Managing Agents to obtain an amendment to this Agreement, if in form and substance satisfactory to the Majority SMA, formalizing the inclusion of such sale or transfer is permitted hereunder and defaults under the documents providing for such Indebtednessthis Agreement); or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1, Hedging Obligations or Indebtedness under any Permitted Receivables Financing) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Parent Borrower and such Restricted Subsidiaries, Subsidiaries beyond the period of gracegrace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan any agreement or condition relating to, with respect to or provided in any instrument or agreement, under which such Hedging Obligations or such Permitted Receivables Financing was created) beyond the period of grace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness consisting of any Hedge Agreementswas created, termination events or equivalent events pursuant to the terms of such Hedge Agreements), if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturityStated Maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than any Hedging Obligations or Indebtedness under any Permitted Receivables Financing) or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity Stated Maturity thereof; provided that this clause clauses (a) and (b) above shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that this Section 11.4 shall not apply to any Indebtedness if the sole remedy of the holder thereof following such event or condition is to elect to convert such Indebtedness into Stock or Stock Equivalents (other than Disqualified Stock) and cash in lieu of fractional shares or (ii) any such default that is remedied by or waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the Parent Borrower or the applicable Restricted Subsidiary in either case, prior to acceleration of all Loans and termination of the Revolving Credit Commitments pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted ------------------------------ its Subsidiaries shall (i) default in making any payment with respect to of any principal of any Indebtedness (other than including any Guarantee Obligation in respect of Indebtedness, and the ObligationsIncreasing Rate Term Loans but excluding the Loans and Non-Recourse Indebtedness) in excess of $100,000,000 in on the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, scheduled or original due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or otherwise given in writing by the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary); or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or otherwise given in writing by the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary); or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanexist, with respect to Indebtedness consisting of and any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), grace period applicable thereto shall have expired; the effect of which default or other event or condition described in clauses (i), (ii) or (iii) above is to cause, or to permit the holder or holders beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder Holder or holders) beneficiary to cause, any with the giving of notice of refund, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; maturity or (b) without limiting in the provisions case of clause (a) above, any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this Section 7.04 shall not at any time constitute a Default or an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) above shall have occurred and be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, continuing with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder Indebtedness shall have become due and under payable and the documents providing for outstanding principal amount of such IndebtednessIndebtedness shall exceed in the aggregate $25,000,000; or".

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in the aggregate in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)250,000,000, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created, the effect of which payment default is to cause, or permit the holder or holders of such Indebtedness (or trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that prior to the acceleration of the Obligations pursuant to this Section 11, such default pursuant to this clause (a)(ii) shall be cured under this Agreement if the default under such other Indebtedness has been remedied, cured or waived by the holders thereof (or such holders’ agent) in accordance with the terms of such Indebtedness or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) Section 11.4 shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale sale, transfer or transfer other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such IndebtednessIndebtedness (to the extent such sale, if such sale transfer or transfer other disposition is permitted hereunder and not prohibited under the documents providing for such Indebtednessthis Agreement); or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $100,000,000 30,000,000 and (y) 18% of Consolidated EBITDA (calculated on a Pro Forma Basis) in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $30,000,000 and (y) 18% of Consolidated EBITDA (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $30,000,000 and (y) 18% of Consolidated EBITDA (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (ii) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; provided, further, that with respect to the First Lien Term Loans, the First Lien Revolving Loans, any Permitted Other Indebtedness (as defined in the First Lien Credit Agreement, as in effect on the date hereof), in each case, that is secured by a Lien on the Collateral on a senior basis to the Obligations, any such default under this Section 11.4 shall constitute a Default or an Event of Default hereunder only if (I) such failure results from the failure to pay at scheduled maturity any such Indebtedness or (ii) the holders of such Indebtedness have caused the same to become due and payable prior to the scheduled maturity thereof; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted its Material Subsidiaries shall (ia) default in any payment in excess of $25,000,000 with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, borrowed money beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iib) default any Indebtedness for borrowed money in excess of $25,000,000 of the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, Borrower or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness Material Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; provided that this clause (b) then, and in any such event, and at any time thereafter, if any Event of Default shall not apply then be continuing, the Lender may by written notice to secured Indebtedness that becomes due as a result the Borrower, take any or all of the voluntary sale or transfer following actions, without prejudice to the rights of the property Lender or assets securing such Indebtednessthe holder of any Note to enforce its claims against the Borrower (provided that, if an Event of Default specified in Section 10.02 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Lender to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such sale or transfer is permitted notice): (i) declare that the Commitment Amount has been reduced to zero, whereupon the Commitment shall forthwith terminate immediately and any accrued and unpaid Commitment Commission on and as of such date shall forthwith become due and payable without any other notice of any kind; and (ii) declare the principal of and any accrued interest in respect of all Loans and the Note and all obligations owing hereunder and under thereunder to be, whereupon the documents providing for such Indebtedness; orsame shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Notwithstanding anything contained or provided in this Agreement:

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the ObligationsIndebtedness described in Section 11.1) in excess of the greater of (A) $100,000,000 1,490,000 or (B) fifteen percent (15%) of Consolidated Total Assets (measured as of the date such default occurs based upon the financial statements most recently available prior to such date) in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, (1) with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements and (2) secured Indebtedness that becomes due as a result of a Disposition (including as a result of Casualty Event) of the property or assets securing such Indebtedness permitted under this Agreement), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (ai) The Borrower or any of the Restricted Subsidiaries Subsidiary (other than a Securitization Entity that is an Immaterial Subsidiary) shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations or obligations under any Interest Rate Protection Agreement or Other Hedging Agreement (it being understood that clause (i)(x) shall only apply to any failure to make any payment in respect of any Interest Rate Protection Agreement or Other Hedging Agreement as a result of such Indebtedness default)) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due due, or to be repurchasedrequire the prepayment, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease redemption or redeem such Indebtedness to be madedefeasance thereof, prior to its stated maturity; , (ii) any Indebtedness (other than the Obligations or obligations under any Interest Rate Protection Agreement or Other Hedging Agreement (b) without limiting the provisions of it being understood that clause (ai)(x) above, shall only apply to any failure to make any payment in respect of any Interest Rate Protection Agreement or Other Hedging Agreement as a result of such Indebtedness event)) of the Borrower or any Restricted Subsidiary shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; , provided that this clause (b) it shall not apply be a Default or an Event of Default under this Section 7.01(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $30,000,000; or (iii) any Designated Material Contract shall be terminated by the counterparty thereunder and such Designated Material Contract is not replaced by a comparable commercial contract, to secured Indebtedness the extent that becomes due as failure to replace such Designated Material Contract would reasonably be expected to have a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such IndebtednessMaterial Adverse Effect; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment of principal or interest or of any net termination obligation with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), 125,000,000 for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan any such default, with respect to Indebtedness consisting event or condition arising solely out of the violation by the Parent Borrower or any of its Subsidiaries of any Hedge Agreementscovenant or agreement in any way restricting the Parent Borrower’s or any such Subsidiary’s right or ability to sell, termination events pledge or equivalent events pursuant to the terms otherwise dispose of such Hedge AgreementsUnrestricted Margin Stock), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration, or any lapse of time prior to the effectiveness of any notice of acceleration, is required) any such Indebtedness to become due prior to its stated maturity; provided that no such default or other event or condition that permits such holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem cause any such Indebtedness to become due prior to its stated maturity shall be madea Default or an Event of Default under this Section 8.04(a)(ii), unless either (A) thirty (30) days have elapsed from the first date such holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) were permitted to cause any such Indebtedness to become due prior to its stated maturity and such holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) continue to be permitted on such thirtieth (30th) day to cause such Indebtedness to become due prior to its stated maturity or (B) such holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) have caused such Indebtedness to become due prior to its stated maturity; or (b) without limiting Indebtedness of the provisions Parent Borrower or its Subsidiaries in excess of clause (a) above, any such Indebtedness $125,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; provided that this clause (b) shall not apply thereof unless such Indebtedness is declared due and payable, or required to secured Indebtedness that becomes due as a result be prepaid, solely by reason of the voluntary sale violation by the Parent Borrower or transfer any of its Subsidiaries of any covenant or agreement in any way restricting the property Parent Borrower’s or assets securing any such IndebtednessSubsidiary’s right or ability to sell, if such sale pledge or transfer is permitted hereunder and under the documents providing for such Indebtednessotherwise dispose of Unrestricted Margin Stock; or

Default Under Other Agreements. (a) The Borrower Company or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, cause any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) above, the Company or any such Indebtedness of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; , provided that this it shall not constitute an Event of Default pursuant to clause (a) or (b) shall not apply to secured Indebtedness that becomes due as a result of this Section 9.04 unless the voluntary sale or transfer principal amount of the property or assets securing any one issue of such Indebtedness, if or the aggregate amount of all such sale Indebtedness referred to in clauses (a) and (b) above, exceeds $10,000,000 at any one time; or transfer is permitted hereunder and (c) any default or other event shall have occurred under the documents providing for Receivables Purchase Agreement, the Receivables Transfer Agreement or any other document governing any Permitted Receivables Financing if the effect of such Indebtedness; ordefault or other event is to cause, or to permit the holder or holders of interests in the Receivables purchased thereunder or a trustee on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, the termination of any Permitted Receivables Financing.

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 50,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement 57 evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) Section 12.4 shall not apply to secured any Indebtedness that becomes due as a result of the voluntary sale or transfer DIP Debtors under the Cases that was incurred prior to the Petition Date unless such Indebtedness has been accelerated and the enforcement of remedies with respect to such Indebtedness shall not have been stayed by the commencement of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such IndebtednessCases; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 50,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) above shall apply to any failure to make any payment in excess of $50,000,000 that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $50,000,000 that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Holding Company Borrower or any of the Restricted its Subsidiaries shall (i) default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any payment amount owing in respect of the Convertible Senior Debenture Documents; or the Holding Company Borrower or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of graceConvertible Senior Debenture Document, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which such default or other event or condition is to cause, accelerate the maturity or cause a mandatory redemption of any Indebtedness pursuant to any Convertible Senior Debenture Document or to permit the holder or holders of such Indebtedness (thereof, or a any trustee or agent on behalf for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such holder Indebtedness, or holders) to cause, any such Indebtedness to shall become due or be declared to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, due and payable prior to its stated maturitymaturity other than as a result of a regularly scheduled payment or a redemption or repurchase of such Indebtedness in accordance with Section 10.13; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale a regularly scheduled payment or transfer a redemption or repurchase of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; orIndebtedness in accordance with Section 10.13.

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 50,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) above shall apply to any failure to make any payment in excess of $50,000,000 that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $50,000,000 that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Holdings, the Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Material Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for Holdings, the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist under such instrument or agreement (after giving effect to all applicable grace periods and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $35,000,00050,000,000 and (y) 25.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $35,000,00050,000,000 and (y) 25.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided provided, that this clause clauses (a) and (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale sale, transfer or transfer other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement or is otherwise reasonably expected to be permitted), (y) Indebtedness which is convertible into Equity Interests and converts to Equity Interests in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied, or being contested in good faith, by Holdings, the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, if such sale or transfer is permitted hereunder and under in either case, prior to the documents providing for such Indebtednessacceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower Company or any of the Restricted Subsidiaries ------------------------------ subsidiary shall (i) default in any payment with respect to any Indebtedness indebtedness for borrowed money (other than the Obligationsthis Final Maturity Note) which indebtedness has an outstanding principal amount in excess of $100,000,000 750,000 individually or $1,500,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower Company and such Restricted Subsidiariesits subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness indebtedness was created or (ii) default in the observance or performance of any agreement agreement, covenant or condition relating to any such Indebtedness indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturitymaturity and such default or event shall continue beyond the period of grace, if any, provided in the instrument or agreement under which such indebtedness was created (after giving effect to any consent or waiver obtained and then in effect thereunder); or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall indebtedness of the Company or any of its subsidiaries shall, in accordance with its terms, be declared to be due and payable, or required to be prepaid other than by a regularly scheduled or required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), payment prior to the stated maturity thereof; provided that then upon the occurrence and during the continuation of any Event of Default specified in Section 2.1, 2.2, 2.3, 2.6 or 2.7 at the option of the Holder the Company shall, and upon the occurrence of any Event of Default specified in Section 2.4 or 2.5, the Company shall, pay to the Holder an amount equal to the sum of (A) the outstanding principal amount of this Final Maturity Note plus (B) ---- accrued and unpaid interest on such principal amount to the date of payment plus ---- (C) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (bB) at the rate provided in this Final Maturity Note to the date of payment and all other amounts payable hereunder shall not apply immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to secured Indebtedness that becomes due as a result of the voluntary sale exercise all other rights and remedies available at law or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; orin equity.

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1, Hedging Obligations or Indebtedness under any Permitted Receivables Financing) in excess of $100,000,000 300,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, Subsidiaries beyond the period of gracegrace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan any agreement or condition relating to, with respect to or provided in any instrument or agreement, under which such Hedging Obligations or such Permitted Receivables Financing was created) beyond the period of grace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness consisting of any Hedge Agreementswas created, termination events or equivalent events pursuant to the terms of such Hedge Agreements), if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such 216 Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than any Hedging Obligations or Indebtedness under any Permitted Receivables Financing) or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that this clause clauses (a) and (b) above shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that this Section 11.4 shall not apply to (i) any Indebtedness if the sole remedy of the holder thereof following such event or condition is to elect to convert such Indebtedness into Stock or Stock Equivalents (other than Disqualified Stock) and cash in lieu of fractional shares or (ii) any such default that is remedied by or waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the Borrower or the applicable Restricted Subsidiary in either case, prior to acceleration of all the Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 30,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Holdings and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of $30,000,000 that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of $30,000,000 that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by Holdings or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; oror 152

Default Under Other Agreements. (a) The Holdings, the Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $100,000,000 26,250,000 and (y) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for Holdings, the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace periods and delivery of all required notices) (other than, with respect to Indebtedness 181 consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $26,250,000 and (y) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $26,250,000 and (y) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Holding Company Borrower or any of the Restricted its Subsidiaries shall (i) default in the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any payment amount owing in respect of the Convertible Senior Debenture Documents or the Subordinated Securities Documents; or the Holding Company Borrower or any of its Subsidiaries shall default in the performance or observance of any obligation or condition with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of graceConvertible Senior Debenture Document or Subordinated Securities Document, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which such default or other event or condition is to causeaccelerate the maturity or cause a mandatory redemption of any Indebtedness pursuant to any Convertible Senior Debenture Document or the Subordinated Securities Document, or to permit the holder or holders of such Indebtedness (thereof, or a any trustee or agent on behalf for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such holder Indebtedness, or holders) to cause, any such Indebtedness to shall become due or be declared to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, due and payable prior to its stated maturitymaturity other than as a result of a regularly scheduled payment or a redemption or repurchase of such Indebtedness in accordance with Section 10.12 or Section 10.13, as applicable; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or shall be required to be prepaid prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale a regularly scheduled payment or transfer a redemption or repurchase of the property such Indebtedness in accordance with Section 10.12 or assets securing such IndebtednessSection 10.13, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; oras applicable.”

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Table of Contents Section 11.1, Hedging Obligations or Indebtedness under any Permitted Receivables Financing) in excess of $100,000,000 300,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, Subsidiaries beyond the period of gracegrace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan any agreement or condition relating to, with respect to or provided in any instrument or agreement, under which such Hedging Obligations or such Permitted Receivables Financing was created) beyond the period of grace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness consisting of any Hedge Agreementswas created, termination events or equivalent events pursuant to the terms of such Hedge Agreements), if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than any Hedging Obligations or Indebtedness under any Permitted Receivables Financing) or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that this clause clauses (a) and (b) above shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that this Section 11.4 shall not apply to (i) any Indebtedness if the sole remedy of the holder thereof following such event or condition is to elect to convert such Indebtedness into Stock or Stock Equivalents (other than Disqualified Stock) and cash in lieu of fractional shares or (ii) any such default that is remedied by or waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the Borrower or the applicable Restricted Subsidiary in either case, prior to acceleration of all the Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted its Subsidiaries shall (i) default in making any payment with respect to of (x) any principal of any Indebtedness (other than including any Guarantee Obligation in respect of Indebtedness but excluding the ObligationsLoans) in excess of $100,000,000 in on the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, scheduled or original due date with respect thereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or otherwise given in writing by the holder or beneficiary or counterparty of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary); or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or otherwise given in writing by the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary); or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanexist, with respect to Indebtedness consisting of and any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), grace period applicable thereto shall have expired; the effect of which default or other event or condition described in clauses (i), (ii) or (iii) above is to cause, or to permit the holder or holders of such Indebtedness beneficiary or counterparty (or a trustee or agent on behalf of such holder or holdersbeneficiary) of such Indebtedness with the giving of notice to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; maturity or termination date or (b) without limiting in the provisions case of clause (a) above, any such Indebtedness shall be declared constituting a Guarantee Obligation) to be due and become payable, provided, that a default, event or required to condition described in clause (i), (ii) or (iii) of this Section 7.04 shall not at any time constitute a Default or an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) above shall have occurred and be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, continuing with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtednessoutstanding principal amount of which exceeds in the aggregate $25,000,000; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of $100,000,000 in 115,000,000 and 25.0% of Consolidated EBITDA as of the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), most recent Test Period calculated on a Pro Forma Basis for the Borrower Holdings and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of $115,000,000 and 25.0% of Consolidated EBITDA as of the most recent Test Period calculated on a Pro Forma Basis that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement) or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of $115,000,000 and 25.0% of Consolidated EBITDA as of the most recent Test Period calculated on a Pro Forma Basis that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided provided, that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; oror 176

Default Under Other Agreements. (a) The Borrower Company, any Designated Subsidiary Account Party, any Regulated Insurance Company or any material subsidiary of the Restricted Subsidiaries Validus Re shall (i) default in any payment with respect to any Indebtedness (other than any Indebtedness hereunder but including, after the Obligationsexecution and delivery thereof, Indebtedness under the Five-Year Secured Letter of Credit Facility) in excess of $100,000,000 50,000,000 individually or in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower Company and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created its Subsidiaries or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (with or without the giving of notice, the lapse of time or both), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting an "Event of Default", as defined under the provisions Five-Year Secured Letter of Credit Facility, shall have occurred and be continuing; or (c) Indebtedness of one or more of the Persons listed in clause (a) above, any such Indebtedness above in excess of $50,000,000 shall be declared to be due and payable, payable or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Default Under Other Agreements. (af c \l "2" \* MERGEFORMAT AUTONF D3_TC(a) The Borrower Holdings, the Borrowers or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Material Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for Holdings, the applicable Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist under such instrument or agreement (after giving effect to all applicable grace periods and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $76,500,000 and (y) 31.25% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be 200 declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $76,500,000 and (y) 31.25% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided provided, that this clause clauses (a) and (b) shall not apply to (w) the First Lien Facilities, unless the requisite lenders thereunder have accelerated such First Lien Facilities in accordance with the terms thereof (except that clauses (a) and (b) shall apply in the event of a payment default at the stated final maturity of the First Lien Facilities), (x) secured Indebtedness that becomes due as a result of the voluntary sale sale, transfer or transfer other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement or is otherwise reasonably expected to be permitted), (y) Indebtedness which is convertible into Equity Interests and converts to Equity Interests in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied, or being contested in good faith, by Holdings, the Borrowers or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, if such sale or transfer is permitted hereunder and under in either case, prior to the documents providing for such Indebtednessacceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanexcept for an event of default relating to such Indebtedness or any instrument or agreement evidencing, with respect to Indebtedness consisting of any Hedge Agreements, termination events securing or equivalent events pursuant relating thereto to the terms extent such event of default is either based on an alleged material adverse event or other subjective criteria (a “Subjective Cross-Default”), but only so long as the Administrative Agent agrees in its reasonable discretion that such Hedge AgreementsSubjective Cross-Default should be disregarded for purposes of this Section), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or to require the obligor(s) of such Indebtedness to offer to prepay, repurchase or redeem any obligations under such Indebtedness or (biii) without limiting breach, default under, fail to observe or perform, cancel or fail to renew any Contractual Obligation and such breach, default, cancellation or failure could (x) reasonably be expected to have a Material Adverse Effect or (y) result in liquidated damages owing by Holdings or its Subsidiaries in an aggregate amount of $20,000,000 or more; provided that it shall not constitute an Event of Default pursuant to this Section 10.4 unless at the provisions time of clause such default, defaults, events or conditions of the type described in clauses (ai) above, any such Indebtedness and (ii) of this Section 10.4 shall have occurred and be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, continuing with respect to Indebtedness consisting the aggregate outstanding principal amount of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtednesswhich exceeds $20,000,000; or

Default Under Other Agreements. (ai) The Borrower Company, any other Credit Party or any other Restricted Subsidiary that is a Significant Subsidiary or any group of the Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsObligations and other than intercompany Indebtedness permitted by Section 10.04) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations and other than intercompany Indebtedness permitted by Section 10.04) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (bii) without limiting any Indebtedness (other than the provisions CHAR1\0000000x0 Obligations and other than intercompany Indebtedness permitted by Section 10.04) of clause (a) above, the Company or any such Indebtedness Restricted Subsidiary shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that (A) other than with respect to the ABL Credit Facility, it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least equal to the Threshold Amount and (B) the preceding clause (bii) shall not apply to secured Indebtedness that becomes due as a result of the a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder and under the documents providing for such Indebtednesshereunder; or

Default Under Other Agreements. (a) The Borrower Holdings or any of the Restricted its ------------------------------ Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) above, Holdings or any such Indebtedness of its Subsidiaries shall be declared to be due and payablepay able, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; provided provided, that this it shall not constitute an Event -------- of Default pursuant to clause (a) or (b) shall not apply to secured Indebtedness that becomes due as a result of this Section 10.04 unless the voluntary sale or transfer principal amount of the property or assets securing any one issue of such Indebtedness, if or the aggregate amount of all such sale or transfer is permitted hereunder Indebtedness referred to in clauses (a) and under the documents providing for such Indebtedness(b) above, exceeds $1,000,000 at any one time; or

Default Under Other Agreements. (a) The Borrower Company or any of the Restricted Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness indebtedness for borrowed money (other than the Obligationsthis Note) which indebtedness has an outstanding principal amount in excess of $100,000,000 1,000,000 individually or $2,500,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower Company and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness indebtedness was created or (ii) default in the observance or performance of any agreement agreement, covenant or condition relating to any such Indebtedness indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturitymaturity and such default or event shall continue beyond the period of grace, if any, provided in the instrument or agreement under which such indebtedness was created (after giving effect to any consent or waiver obtained and then in effect thereunder); provided, however, that the events and conditions described in the preceding clauses (i) and (ii) shall not constitute an Event of Default unless and until the Company fails to take the action necessary to correct such event or condition within five (5) Business Days of becoming aware of such event or condition; or (b) without limiting any indebtedness of the provisions Company or any of clause (a) aboveits Subsidiaries which has an outstanding principal amount in excess of $1,500,000 individually or $3,500,000 in the aggregate shall, any such Indebtedness shall in accordance with its terms, be declared to be due and payable, or required to be prepaid other than by a regularly scheduled or required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), payment prior to the stated maturity thereof; provided provided, however, that this clause (b) shall not apply to secured Indebtedness that becomes due the acceleration of any indebtedness as a result of the voluntary sale or transfer Company's relocation from its current facilities shall not constitute an Event of the property or assets securing such Indebtedness, if such sale or transfer Default unless and until an event of default is permitted hereunder and declared under the documents providing for instrument or agreement under which such Indebtednessindebtedness was created and such default is not cured by the Company within five Business Days of receipt of notice of such event of default; or

Default Under Other Agreements. (a) The Holdings, the Borrower or any of the Restricted Subsidiaries shall (i) default in fail to make any payment with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $100,000,000 26,250,000 and (y) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for Holdings, the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (after giving effect to all applicable grace periods and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $26,250,000 and (y) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this 195 clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge AgreementsAgreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $26,250,000 and (y) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, in either case, prior to the acceleration of Loans pursuant to this Section 11; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1, Hedging Obligations or Indebtedness under any Permitted Receivables Financing or under any Qualified Securitization Financing) in excess of $100,000,000 300,000,000the Threshold Amount in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, Subsidiaries beyond the period of gracegrace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan any agreement or condition relating to, with respect to or provided in any instrument or agreement, under which such Hedging Obligations or such Permitted Receivables Financing or such Qualified Securitization Financing was created) beyond the period of grace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness consisting of any Hedge Agreementswas created, termination events or equivalent events pursuant to the terms of such Hedge Agreements), if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such AMERICAS 111453311 holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than any Hedging Obligations or Indebtedness under any Permitted Receivables Financing or under any Qualified Securitization Financing) or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; provided that this clause clauses (a) and (b) above shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that this Section 11.4 shall not apply to (i) any Indebtedness if the sole remedy of the holder thereof following such event or condition is to elect to convert such Indebtedness into Stock or Stock Equivalents (other than Disqualified Stock) and cash in lieu of fractional shares or (ii) any such default that is remedied by or waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the Borrower or the applicable Restricted Subsidiary in either case, prior to acceleration of all the Revolving Credit Loans pursuant to this Section 11; orprovided further that a breach of any financial covenant under any other Indebtedness shall not constitute an Event of Default unless the lenders under the document governing such Indebtedness have accelerated the Indebtedness thereunder or terminated such commitments thereunder as a result of such breach; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1, Hedging Obligations or Indebtedness under any Permitted Receivables Financing) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, Subsidiaries beyond the period of gracegrace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other thanthan any agreement or condition relating to, with respect to or provided in any instrument or agreement, under which such Hedging Obligations or such Permitted Receivables Financing was created) beyond the period of grace or cure and following all required notices, if any, provided in the instrument or agreement under which such Indebtedness consisting of any Hedge Agreementswas created, termination events or equivalent events pursuant to the terms of such Hedge Agreements), if the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturityStated Maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than any Hedging Obligations or Indebtedness under any Permitted Receivables Financing) or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity Stated Maturity thereof; provided that this clause clauses (a) and (b) above shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that this Section 11.4 shall not apply to (i) any Indebtedness if the sole remedy of the holder thereof following such event or condition is to elect to convert such Indebtedness into Stock or Stock Equivalents (other than Disqualified Stock) and cash in lieu of fractional shares, (ii) any such default that is remedied by or waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the 165 Borrower or the applicable Restricted Subsidiary in either case, prior to acceleration of all the Term Loans pursuant to this Section 11 or (ii) any failure to perform or observe the ABL Financial Covenant unless and until the lenders under the ABL Credit Agreement have affirmatively declared all obligations thereunder to be immediately due and payable and terminated the ABL Obligations and such declaration has not been rescinded; or

Default Under Other Agreements. (ai) The Parent, the Lead Borrower or any of the Restricted Subsidiaries Subsidiary shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $100,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; maturity (other than termination events or equivalent events pursuant to the terms of any Hedge Agreement that are not the result of any default or event of default thereunder by Parent, the Lead Borrower or any Restricted Subsidiary), beyond the period of grace, if any, provided in an instrument or agreement under which such Indebtedness was created, or (bii) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) aboveParent, the Lead Borrower or any such Indebtedness Restricted Subsidiary shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; , provided that (A) it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least equal to the Threshold Amount and (B) the preceding clause (bii) shall not apply (1) to secured Indebtedness that becomes due as a result of the a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder hereunder, (2) where such declaration or requirement to prepay is rescinded, withdrawn or reversed in writing (and only if such written rescission, withdrawal or reversal has been delivered to the Agent) prior to any termination of the Commitments or acceleration of the Loans pursuant to this Section 11 or the exercise of any rights or remedies by the Agent under the documents providing for Loan Documents, (3) to any Indebtedness that becomes due (on the date of consummation of a voluntary refinancing) as a result of a voluntary refinancing thereof permitted under Section 10.04, (4) to any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repaid, prepaid, repurchased or redeemed (or as to which an offer to repay, prepay, repurchase or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agent and the Lenders under Section 11.10), excess cash flow or other customary provision in such IndebtednessIndebtedness giving rise to such requirement in the absence of any default 143 or event of default thereunder or (5) to the Existing Notes to the extent required to be repaid, prepaid, repurchased or redeemed (or as to which an offer to repay, prepay, repurchase or redeem is required to be made) as a result of the Transaction; or

Default Under Other Agreements. (ai) The Borrower or any of the Restricted Subsidiaries shall (iA) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $100,000,000 75,000,000 in the aggregate (provided that such $100,000,000 minimum shall not apply in the case of any Permitted Debt Exchange Notes)aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created, the effect of which payment default is to cause, or permit the holder or holders of such Indebtedness (or trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity or (iiB) default in the observance or performance of any agreement or condition relating to any such Indebtedness in excess of $75,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition in this clause (B) is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, provided that such default pursuant to this clause (B) shall be cured under this Agreement if the default under such other Indebtedness has been remedied, cured or waived by the holders thereof (or such holders’ agent) in accordance with the terms of such Indebtedness; or (bii) without limiting the provisions of clause (ai) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; , US-DOCS\144294102.18 provided that this clause (bii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or.

Default Under Other Agreements. (ai) The Failure by Borrower or any Controlled Group Member (other than an Immaterial Subsidiary) to pay when due any principal of the Restricted Subsidiaries shall (i) default or interest on or any other amount payable in respect of any payment with respect to any Specified Indebtedness (other than the ObligationsIndebtedness referred to in Section 8.1(a)) in excess a principal amount, individually or in the aggregate, of $100,000,000 50,000,000 or more, in the aggregate (provided that such $100,000,000 minimum shall not apply in the each case of any Permitted Debt Exchange Notes), for the Borrower and such Restricted Subsidiaries, beyond the period of gracegrace period, if any, provided in the instrument or agreement under which such Indebtedness was created or therefor; and (ii) breach or default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, than Existing Agreed Defaults) by any Controlled Group Member (other than an Immaterial Subsidiary) with respect to any other material term of (1) one or more items of Specified Indebtedness consisting in the individual or aggregate principal amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of any Hedge AgreementsSpecified Indebtedness, termination events or equivalent events pursuant to in each case beyond the terms of such Hedge Agreements)grace period, if any, provided therefor, if the effect of which such breach or default or other event or condition is to cause, or to permit the holder or holders of such that Specified Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Specified Indebtedness to become or be declared due and payable (or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, redeemable) prior to its stated maturitymaturity or the stated maturity of any underlying obligation, as the case may be; or provided, however, that if any such Specified Indebtedness of any Controlled Group Member is non-recourse (bexcluding customary non-recourse carve-outs) without limiting to the Credit Parties then such Specified Indebtedness shall be excluded from the provisions of this Section 8.1(b) unless (1) either Borrower or Parent has (as of the Closing Date or at the time of default), in the aggregate, at least $50,000,000 of direct or indirect residual equity value (as reasonably determined by Administrative Agent consistent with the methodology used in preparing Schedule I) in the Controlled Group Member which has incurred such Indebtedness and (2) the default under such Specified Indebtedness is of the type described in clause (ai) above, any above or such Specified Indebtedness shall be otherwise becomes or is declared by the holder or holders of such Specified Indebtedness (or a trustee on behalf of such holder or holders) to be due and payable, payable (or required mandatorily redeemable) prior to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment its stated maturity (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event including pursuant to the terms of such Hedge Agreementsany Existing Agreed Default), prior to the stated maturity thereof; provided that this clause (b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or