Common use of Default Under Other Agreements Clause in Contracts

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 in the aggregate beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under any such Indebtedness 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 Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (ia) The Borrower or any of its the Restricted Subsidiaries shall (i) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant with respect to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsObligations) in excess of $50,000,000 75,000,000 in the aggregate aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, created or (ii) a default shall occur in the observance or performance or observance of any agreement under 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 existexist (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 (determined without regard to whether any notice of acceleration or similar notice is required)cause, any such Indebtedness to become due or be repaid prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) 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 with proceeds due to a termination event or equivalent event pursuant to the terms of the event giving rise to such prepaymentHedge Agreements), prior to the stated maturity thereof; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its the Restricted Subsidiaries shall (i) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant with respect to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsObligations) in excess of $50,000,000 150,000,000 in the aggregate aggregate, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, created or (ii) a default shall occur in the observance or performance or observance of any agreement under 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 existexist (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 (determined without regard to whether any notice of acceleration or similar notice is required)cause, any such Indebtedness to become due or be repaid prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) 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 with proceeds due to a termination event or equivalent event pursuant to the terms of the event giving rise to such prepaymentHedge Agreements), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries Any Credit Party shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsDocuments or Intercompany Indebtedness) in a principal amount in excess of the Dollar Equivalent of $50,000,000 75,000,000 in the aggregate beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under or condition 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, 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 (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 repaid 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 maturity; provided that clause (iiig)(ii) any such shall not apply to secured Indebtedness that becomes due as a result of the Borrower voluntary sale or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds transfer of the event giving rise to property or assets securing such prepayment), prior to the stated maturity thereofIndebtedness; or

Default Under Other Agreements. (i) The Borrower Holdings or any of its Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 5,000,000 in the aggregate beyond the period of grace (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under or condition 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower Holdings or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Borrower Company or any of its Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 10,000,000 in the aggregate beyond the period of grace (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under or condition 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity maturity, or (iii) any such Indebtedness of the Borrower Company or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof, unless, in any such case, such default is being contested in good faith by appropriate proceedings by the Company or such Subsidiary; or

Default Under Other Agreements. (i) The MLP, the Borrower or any of its Subsidiaries shall (x) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsObligations) in excess of $50,000,000 in the aggregate beyond the period of grace grace, if any, provided in the an instrument or agreement under which such Indebtedness was created, created or (iiy) a default shall occur in the observance or performance or observance of any agreement under 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity maturity, or (iiiii) any such Indebtedness (other than the Obligations) of the MLP, the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such 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 (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder and such Indebtedness is promptly paid; or

Default Under Other Agreements. (ia) The Borrower or any of ------------------------------ its Subsidiaries shall (i) default in the any payment when due, whether at stated maturity or otherwise, of any amount Indebtedness pursuant to which the Borrower is obligated in any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) manner in an amount in excess of $50,000,000 in 250,000 (other than the aggregate Obligations) beyond the period of grace (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created, created or (ii) a default shall occur in the observance or performance or observance of any agreement under 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, the effect of which default or other event or condition is to cause, or to permit the 42 48 holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity maturity; or (iiib) any such Indebtedness (other than the Obligations) of the Borrower or any Indebtedness of its Subsidiaries pursuant to which the Borrower is obligated in any manner shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment or as a mandatory prepayment (other than with proceeds unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the event giving rise to such prepaymenttype that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Borrower Holdings or any of its Subsidiaries shall (x) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsObligations) in excess of $50,000,000 in the aggregate beyond the period of grace grace, if any, provided in the an instrument or agreement under which such Indebtedness was created, created or (iiy) a default shall occur in the observance or performance or observance of any agreement under 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, 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 (determined without regard to whether any after all grace periods have run and applicable required notice of acceleration or similar notice is requiredhas been given), any such Indebtedness to become due or be repaid prior to its stated maturity maturity, or (iiiii) any such Indebtedness (other than the Obligations) of the Borrower Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunderby (x) other than by a regularly scheduled required prepayment or (other than with proceeds y) a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the event giving rise to such prepaymenttype that constitutes an Event of Default)), prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 12.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $5,000,000; or

Default Under Other Agreements. (a) The Company, any Designated Subsidiary Account Party, any Regulated Insurance Company or any material subsidiary of Validus Re shall (i) The Borrower or any of its Subsidiaries shall default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant with respect to any Indebtedness (other than any Indebtedness owed to hereunder but including, after the Lenders execution and delivery thereof, Indebtedness under the Loan DocumentsThree-Year Unsecured Letter of Credit Facility) in excess of $50,000,000 individually or in the aggregate beyond aggregate, for the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, Company and its Subsidiaries or (ii) a default shall occur in the observance or performance or observance of any agreement under 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, 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 (determined with or without regard to whether any notice the giving of acceleration notice, the lapse of time or similar notice is requiredboth), any such Indebtedness to become due or be repaid prior to its stated maturity maturity; (b) an "Event of Default", as defined under the Three-Year Unsecured Letter of Credit Facility, shall have occurred and be continuing; or (iiic) any such Indebtedness of one or more of the Borrower or any Persons listed in clause (a) above in excess of its Subsidiaries $50,000,000 shall be declared to be due and payable, payable or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (other than with proceeds unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the event giving rise to such prepaymenttype that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall (i) default in the any payment when due, whether at stated maturity or otherwise, of any amount Indebtedness pursuant to which the Borrower is obligated in any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) manner in an amount in excess of $50,000,000 in 250,000 (other than the aggregate Obligations) beyond the period of grace (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created, created or (ii) a default shall occur in the observance or performance or observance of any agreement under 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity maturity; or (iiib) any such Indebtedness (other than the Obligations) of the Borrower or any Indebtedness of its Subsidiaries pursuant to which the Borrower is obligated in any manner shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment or as a mandatory prepayment (other than with proceeds unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the event giving rise to such prepaymenttype that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Corporate Guarantor, the Borrower or any of its their respective Subsidiaries shall default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Financial Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsCredit Document Obligations) in excess of $50,000,000 in the aggregate beyond the period of grace grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created, created or (ii) a the Corporate Guarantor, the Borrower or any of their respective Subsidiaries shall default shall occur in the observance or performance or observance of any agreement under or condition relating to any such Financial Indebtedness (other than the Credit Document 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 Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Financial Indebtedness to become due or be repaid prior to its stated maturity maturity, or (iii) any such Financial Indebtedness (other than the Credit Document Obligations) of the Corporate Guarantor, the Borrower or any of its their respective Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (or in connection with an asset sale, casualty or condemnation or other than with proceeds of the event giving rise to such similar mandatory prepayment), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $1,000,000; or

Default Under Other Agreements. (ia) The Borrower or any of its Subsidiaries shall (i) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant with respect to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsObligations) in excess of $50,000,000 5,000,000 individually or in the aggregate aggregate, for the Borrower and its Subsidiaries, beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, created or (ii) a default shall occur in the observance or performance or observance of any agreement under 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, 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 (determined without regard to whether any notice of acceleration acceleration, or similar any lapse of time prior to the effectiveness of any notice of acceleration, is required), any such Indebtedness to become due or be repaid prior to its stated maturity maturity; or (iiib) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, payable in accordance with the terms of such Indebtedness or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (other than with proceeds unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the event giving rise to such prepaymenttype that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (ia) The a default by Holdings, Borrower or any of its Restricted Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to with respect any Indebtedness (other than the Obligations) any other event shall occur or condition exist if that default (i) is caused by a failure to pay principal of such Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 in the aggregate beyond the at its final stated maturity within any applicable grace period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, (a “Payment Default”); or (ii) a default shall occur in the performance or observance of any agreement under any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating theretocauses, or any other event shall occur or condition existexist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the effect of which default or other event or condition is to cause, or to permit the holder or holders terms of such Indebtedness (or a trustee or agent on behalf of such holder or holdersHedge Agreements) to cause (determined without regard to whether any notice of acceleration or similar notice is required), which causes any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any such Indebtedness which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20,000,000 or more or (b) without limiting the Borrower or provisions of clause (a) above, any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) 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 with proceeds due to a termination event or equivalent event pursuant to the terms of the event giving rise to such prepaymentHedge Agreements), prior to the stated maturity thereof.; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than the Obligations), including, without limitation, Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 in the aggregate Existing Credit Facility beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, ; or (ii) a the Borrower or any of its Subsidiaries shall default shall occur in the observance or performance or observance of any agreement under 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity maturity; or (iii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder(x) other than by a regularly scheduled required repayment or (y) as a mandatory prepayment (other than with proceeds unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the event giving rise to such prepaymenttype that constitutes an Event of Default), prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $15,000,000; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries Any Credit Party shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsDocuments or Intercompany Indebtedness) in a principal amount in excess of the Dollar Equivalent of $50,000,000 75,000,000 in the aggregate beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under or condition 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower or any of its Subsidiaries Credit Parties shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such payment or prepayment), prior to the stated maturity thereofthereof provided that clauses (g)(ii) and (iii) 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; or

Default Under Other Agreements. (ia) The Borrower Except in all cases for Excluded Defaults, Parent or any of its Subsidiaries shall (i) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant with respect to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsObligations) in excess of $50,000,000 75,000,000 individually or $150,000,000 in the aggregate aggregate, for Parent and its Subsidiaries, beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, created or (ii) a default shall occur in the observance or performance or observance of any agreement under 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, 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 (determined without regard to whether any notice or lapse of acceleration or similar notice time is required, provided that, prior to the consummation of the Spin-Off, 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 Nabisco, Inc. in the Nabisco Credit Agreement, as the case may be), any such Indebtedness to become due or be repaid prior to its stated maturity maturity; or (iiib) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment or as a mandatory prepayment (other than with proceeds unless such required prepayment or mandatory prepayment results from a default or an event of the event giving rise to such prepaymenttype that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (ia) The Borrower or any of its Subsidiaries shall (i) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant with respect to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsObligations) in excess of $50,000,000 20,000,000 in the aggregate aggregate, for the Borrower and such Subsidiaries, beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, created or (ii) a default shall occur in the observance or performance or observance of any agreement under or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or (except in the case of Indebtedness consisting of any Hedge Agreement) 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 Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required)cause, any such Indebtedness to become due or be repaid prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than Indebtedness consisting of the Borrower or any of its Subsidiaries Hedge Agreement) shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such or as a mandatory prepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall (x) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsNotes) in excess of $50,000,000 in the aggregate beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created, created or (iiy) a default shall occur in the observance or performance or observance of any agreement under 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required, but beyond the period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created), any such Indebtedness to become due or be repaid prior to its stated maturity maturity, or (iiiii) any such Indebtedness (other than the Notes) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 9.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $2,000,000; or

Default Under Other Agreements. (i) The Borrower Company or any of its Subsidiaries shall (A) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsNotes) in excess of $50,000,000 in the aggregate beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, created or (iiB) a default shall occur in the observance or performance or observance of any agreement under or condition relating to any such Indebtedness (other than the Notes) or contained in any instrument or agreement evidencing, securing or relating theretothereto (including, for purposes of this Section 8.01(d), any Hedging Obligations of the Company and its Subsidiaries whether or not entered into for risk management purposes), 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 Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity maturity, or (iiiii) any such Indebtedness of the Borrower Company or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled or other mandatory required prepayment (other than with proceeds or by reason of optional prepayment or tender by the event giving rise to such prepayment)issuer at its discretion, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to this Section 8.01 unless the aggregate amount of all Indebtedness referred to in clauses (i) and (ii) above exceeds $7,000,000 at any one time; or

Default Under Other Agreements. (ia) The Borrower Holdings or any of its Subsidiaries shall (i) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant with respect to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) Obligations), in excess of $50,000,000 10,000,000 individually or in the aggregate aggregate, for Holdings and its Subsidiaries (collectively, "Material Indebtedness"), beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, created or (ii) a default shall occur in the observance or performance or observance of any agreement under or condition relating to any such Material Indebtedness 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 Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Material Indebtedness to become due or be repaid prior to its stated maturity maturity; or (iiib) any such Material Indebtedness of the Borrower Holdings or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment or as a mandatory prepayment (other than with proceeds unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the event giving rise to such prepaymenttype that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 in the aggregate beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) 187 a default shall occur in the performance or observance of any agreement under any such Indebtedness 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 Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant with respect to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsObligations) in excess of $50,000,000 individually or in the aggregate aggregate, for the Parent Borrower and its Subsidiaries, beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, created or (ii) a default shall occur in the observance or performance or observance of any agreement under or condition relating to any such Indebtedness or contained in any instrument or 100 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 Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration acceleration, or similar any lapse of time prior to the effectiveness of any notice of acceleration, is required), any such Indebtedness to become due or be repaid prior to its stated maturity maturity; or (iiib) any such Indebtedness of the Parent Borrower or any of its Subsidiaries in excess of $50,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (other than with proceeds unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the event giving rise to such prepaymenttype that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Holdings, the Borrower or any of its their respective Subsidiaries (excluding any Immaterial Subsidiaries) shall (i) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant in respect to any Indebtedness (other than Indebtedness owed to the Lenders under Obligations) of the Loan DocumentsBorrower and its Subsidiaries (excluding any Immaterial Subsidiaries) in excess of $50,000,000 in the aggregate beyond the period of grace grace, if any, provided in the agreement or instrument or agreement under which such Indebtedness was created, issued or (ii) a default shall occur in the observance or performance or observance of any agreement under 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, 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 (determined without regard to whether any notice of acceleration or similar notice is requiredrequired to so cause), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of Holdings, the Borrower or any of its Subsidiaries such Subsidiary (excluding any Immaterial Subsidiaries) shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such or as a mandatory prepayment), prior to the stated maturity thereof, provided that it shall not constitute an Event of Default under this Section 9.1(d) unless the aggregate amount of all Indebtedness referred to in clauses (i), (ii) and (iii) above exceeds $2,000,000; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 in the aggregate beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under any such Indebtedness 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 Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or204

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 5,000,000 in the aggregate beyond the period of grace (not 103 to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under or condition 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or;

Default Under Other Agreements. (i) The Borrower Holdings or any of its Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 1,000,000 in the aggregate beyond the period of grace (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under or condition 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower Holdings or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) RailAmerica or any of the Restricted Subsidiaries shall (i) The Borrower or any of its Subsidiaries shall default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant with respect to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsObligations) having a principal amount in excess of $50,000,000 10.0 million individually or in the aggregate for RailAmerica and such Subsidiaries (the “Threshold Debt”) beyond the period of grace grace, if any, any provided in the instrument or agreement under which such Indebtedness was created, created or (ii) a default shall occur in the observance or performance or observance of any agreement under or condition relating to any such Indebtedness Threshold Debt 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 Indebtedness Threshold Debt (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required)cause, any such Indebtedness Threshold Debt to become due (or be repaid to cause RailAmerica or any of its Restricted Subsidiaries to purchase any such Threshold Debt) prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness of the Borrower or any of its Subsidiaries Threshold Debt shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such or as a mandatory prepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Holdings, the Borrower or any ------------------------------ of its Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 5,000,000 in the aggregate beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under any such Indebtedness 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 Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Holdings, Borrower or any of its their Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 10,000,000 in the aggregate beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under or condition 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or maturity, (iii) any such Indebtedness of the Holdings, Borrower or any of its their Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; orthereof or (iv) any breach, default or event of default remaining uncured for a period of thirty (30) days on the part of Holdings, Borrower or any of their Subsidiaries shall occur under any Operating Lease to which Holdings, Borrower or any of their Subsidiaries is a party pursuant to which rental payments thereunder equal or exceed $10,000,000 per annum;

Default Under Other Agreements. (i) The Borrower or any Subsidiary of its Subsidiaries the Borrower shall (x) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant to Indebtedness with an outstanding principal balance of $7,500,000 or more (any Indebtedness such Indebtedness, "Material Indebtedness") (other than Indebtedness owed to the Lenders under the Loan DocumentsNotes) in excess of $50,000,000 in the aggregate beyond the period of grace grace, if any, provided in the instrument or agreement under which such Material Indebtedness was created, created or (iiy) a default shall occur in the observance or performance or observance of any agreement under or condition relating to any such Material 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity maturity, or (iiiii) any such Material Indebtedness of (other than the Borrower or any of its Subsidiaries Notes) shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries Any Credit Party shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsDocuments or Intercompany Indebtedness) in excess of the Dollar Equivalent of $50,000,000 40,000,000 in the aggregate beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under or condition 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, 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 (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower or any of its Subsidiaries Credit Parties shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such payment or prepayment), prior to the stated maturity thereofthereof provided that this clause (g)(iii) 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; oror CHI:1587990.13

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall (x) default in the any payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan DocumentsObligations) in excess of $50,000,000 in the aggregate beyond the period of grace grace, if any, provided in the an instrument or agreement under which such Indebtedness was created, created or (iiy) a default shall occur in the observance or performance or observance of any agreement under 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, 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 (determined without regard to whether any notice of acceleration or similar notice is requiredrequired but determined only after giving effect to any applicable grace period), any such Indebtedness to become due or be repaid prior to its stated maturity (including in the case of a Permitted Receivables Securitization, any required amortization in connection therewith), or (iiiii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereofthereof (including in the case of a Permitted Receivables Securitization, any required amortization in connection therewith); provided that it shall not be a Default or an Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $10,000,000; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 in the aggregate beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under any such Indebtedness 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 Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or189

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 10,000,000 (or the Dollar Equivalent thereof) in the aggregate beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under any such Indebtedness 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 Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (i) The Borrower or any of its Subsidiaries Any Credit Party shall default in the payment when due, whether at stated maturity or otherwise, of any amount pursuant to any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents) in excess of $50,000,000 30,000,000 in the aggregate beyond the period of grace grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement under or condition to any such Indebtedness referred to in clause (i) of this Section 10.1(g) 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 Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity or (iii) any such Indebtedness referred to in clause (i) of this Section 10.1(g) of the Borrower or any of its Subsidiaries Credit Parties shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such payment or prepayment), prior to the stated maturity thereof; or