Common use of Defaults Under Other Indebtedness Clause in Contracts

Defaults Under Other Indebtedness. With respect to any Indebtedness (other than Indebtedness outstanding under this Credit Agreement) in excess of $25,000,000 in the aggregate for the Consolidated Parties taken as a whole any of the following shall occur (unless, with respect to any Indebtedness in favor of the seller of a company acquired by any Consolidated Party, such occurrence is in connection with a bona fide dispute as to the right of the applicable Person to offset such Indebtedness against indemnification obligations of the holder of such Indebtedness to such Person and such Person shall have made adequate provision (as determined by the Required Lenders in their reasonable discretion) for such Indebtedness on its books of account): (A) (1) any Consolidated Party shall default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or (2) the occurrence and continuance of a default in the observance or performance relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (B) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or

Defaults Under Other Indebtedness. With respect to any Indebtedness (other than Indebtedness outstanding under this Credit Agreement) in excess of $25,000,000 50,000,000 in the aggregate for the Consolidated Parties taken as a whole any of the following shall occur (unless, with respect to any Indebtedness in favor of the seller of a company acquired by any Consolidated Party, such occurrence is in connection with a bona fide dispute as to the right of the applicable Person to offset such Indebtedness against indemnification obligations of the holder of such Indebtedness to such Person and such Person shall have made adequate provision (as determined by the Required Lenders in their reasonable discretion) for such Indebtedness on its books of account): (A) (1) any Consolidated Party shall default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or (2) the occurrence and continuance of a default in the observance or performance relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (B) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or

Defaults Under Other Indebtedness. With respect The Borrower or any Subsidiary shall fail to any Indebtedness (other than Indebtedness outstanding under this Credit Agreement) in excess of $25,000,000 in the aggregate for the Consolidated Parties taken as a whole any of the following shall occur (unless, with respect to any Indebtedness in favor of the seller of a company acquired by any Consolidated Party, such occurrence is in connection with a bona fide dispute as to the right of the applicable Person to offset such Indebtedness against indemnification obligations of the holder of such Indebtedness to such Person and such Person shall have made adequate provision (as determined by the Required Lenders in their reasonable discretion) for such Indebtedness on its books of account): (A) (1) any Consolidated Party shall default in make any payment (beyond whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or (2) the occurrence same shall become due and continuance of a default in the observance or performance relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating theretopayable, or any other event or condition shall occur occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or condition existthat enables or permits (with or without the giving of notice, the effect lapse of which default time or other event or condition is to cause, or permit, both) the holder or holders of such any Material Indebtedness (or any trustee or agent on its or their behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Material Indebtedness to become due due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated scheduled maturity; provided that this clause (g) 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 (Bh) Judgments. One or more judgments or decrees shall be entered against the Parent or any of its Subsidiaries involving a liability at or in excess of, in the aggregate, the Specified Judgment Amount (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and any such Indebtedness judgments or decrees shall be declared due and payablenot have been vacated, discharged or required to be prepaid other than by a regularly scheduled required prepayment, prior to stayed or bonded pending appeal within sixty (60) days from the stated maturity entry thereof; or(i)

Defaults Under Other Indebtedness. (i) With respect to any Indebtedness in excess of $100,000,000 (other than Indebtedness outstanding under this Credit Agreement) in excess of $25,000,000 in the aggregate for the Consolidated Parties taken as a whole Borrower or any of the following shall occur its Subsidiaries (unless, with respect to any Indebtedness in favor of the seller of a company acquired by any Consolidated Party, such occurrence is in connection with a bona fide dispute as to the right of the applicable Person to offset such Indebtedness against indemnification obligations of the holder of such Indebtedness to such Person and A) such Person shall have made adequate provision (as determined by the Required Lenders in their reasonable discretionx) for such Indebtedness on its books of account): (A) (1) any Consolidated Party shall default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness or (2y) the occurrence and continuance of a default (after giving effect to any applicable grace period) in the observance or performance relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders, if any) to cause require (determined without regard to whether any notice or lapse of time is required), ) any such Indebtedness to become due prior to its stated maturity; or (B) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prepayment prior to the stated maturity thereof; oror (C) any such Indebtedness shall mature and remain unpaid or (ii) an “Event of Default” as defined in the 2004 Senior Credit Agreement shall have occurred thereunder.

Defaults Under Other Indebtedness. (i) With respect to any Indebtedness (other than Indebtedness outstanding under this Credit Agreement and the First Lien Credit Agreement) in excess of $25,000,000 2,500,000 in the aggregate for the Consolidated Parties taken as a whole any of the following shall occur (unlesswhole, with respect to any Indebtedness in favor of the seller of a company acquired by any Consolidated Party, such occurrence is in connection with a bona fide dispute as to the right of the applicable Person to offset such Indebtedness against indemnification obligations of the holder of such Indebtedness to such Person and such Person shall have made adequate provision (as determined by the Required Lenders in their reasonable discretion) for such Indebtedness on its books of account): (A) either (1) any Consolidated Party shall a default in any payment shall occur and continue (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness Indebtedness, or (2) the occurrence and continuance of a default in the observance or performance of any other agreement or condition relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse with the giving of time is notice, if required), any such Indebtedness to become due prior to its stated maturity; or (B) , or, in the case of any such Indebtedness constituting a Guaranty Obligation, to become due and payable and (ii) with respect to Indebtedness under the First Lien Credit Agreement, a default in the observance or performance of any agreement or condition relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (with the giving of notice, if required), any such Indebtedness to become due prior to its stated maturity and such holders have accelerated or otherwise caused such Indebtedness to be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or

Defaults Under Other Indebtedness. With respect Borrower, any Guarantor or any of their respective Subsidiaries shall fail (i) to make any payment of any Indebtedness (evidenced by or arising under any Financing Document, or any other than Indebtedness outstanding under this Credit Agreement) in excess of $25,000,000 in the aggregate for the Consolidated Parties taken as a whole any of the following shall occur (unless, with respect to any Indebtedness in favor an aggregate principal amount outstanding of the seller of a company acquired at least $2,000,000 (or its equivalent in another currency) when due (whether by any Consolidated Partyscheduled maturity, such occurrence is in connection with a bona fide dispute as to the right of the applicable Person to offset such Indebtedness against indemnification obligations of the holder of such Indebtedness to such Person required prepayment, acceleration, demand or otherwise), and such Person failure shall have made adequate provision (as determined by the Required Lenders in their reasonable discretion) for such Indebtedness on its books of account): (A) (1) any Consolidated Party shall default in any payment (beyond continue after the applicable grace period with respect theretoor notice period, if any) with respect to any such Indebtedness or (2) the occurrence and continuance of a default , specified in the observance agreement or performance instrument relating to such Indebtedness as of the date of such failure (a "Payment Default"), or contained in (ii) to perform or observe any term, covenant or condition on its part to be performed or observed under any Financing Document or any other agreement, note or instrument relating to any such Indebtedness, when required to be performed or agreement evidencing, securing or relating theretoobserved, or any other event or condition shall occur or condition existshall exist thereunder, and such failure, event or condition shall continue after the applicable grace or notice period, if any, specified in such agreement, note or instrument, if in the case of clause (i), such Payment Default occurs upon the final maturity date of such Indebtedness, or in the case of clause (i) or (ii), the effect of which default or other such failure, event or condition is to cause, or permit, results in the holder or holders of any such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or any trustee or agent on behalf of any such holdersholder or holders or beneficiary or beneficiaries) to cause (determined without regard to whether any notice or lapse of time is required), any declaring such Indebtedness to become be due and payable prior to its the stated maturitymaturity thereof, or requiring any mandatory prepayment of such Indebtedness; or (B) any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; oror the commitments under the Financing Documents shall be reduced (to zero) or otherwise terminated by the lenders thereunder for any reason, or the Financing Documents shall have been terminated by the lenders thereunder other than in connection with a refinancing with one or more replacement lenders of satisfactory quality and credit standing, as determined by the Lender in its reasonable judgment (each a "Qualified New Creditor"), or any Creditor identified in the Schedule shall have assigned all or substantially all of its interest in the Financing Documents other than to a Qualified New Creditor. (h)

Defaults Under Other Indebtedness. With respect to any Indebtedness (other than Indebtedness outstanding under this Credit Agreement) in excess of $25,000,000 1,000,000 in the aggregate for the Consolidated Parties Borrower and its Subsidiaries taken as a whole any of the following shall occur (unless, with respect to any Indebtedness in favor of the seller of a company acquired by the Borrower or any Consolidated Partyof its Subsidiaries, such occurrence is in connection with a bona fide dispute as to the right of the applicable Person to offset such Indebtedness against indemnification obligations of the holder of such Indebtedness to such Person and such Person shall have made adequate provision (as determined by the Required Lenders in their reasonable discretion) for such Indebtedness on its books of account): (A) the Borrower or any of its Subsidiaries shall (1) any Consolidated Party shall default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness Indebtedness, or (2) the occurrence and continuance of a default in the observance or performance relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (B) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or

Defaults Under Other Indebtedness. With respect Holdings, Borrower, any Guarantor or any of their respective Subsidiaries shall fail (i) to make any payment of any Indebtedness (evidenced by or arising under any Financing Document, if any, or any amount of any other than Indebtedness outstanding under this Credit Agreement) in excess of $25,000,000 in the aggregate for the Consolidated Parties taken as a whole any of the following shall occur (unless, with respect to any Indebtedness in favor of the seller of a company acquired by any Consolidated Party, such occurrence is in connection with a bona fide dispute as to the right of the applicable Person to offset an aggregate principal amount for all such Indebtedness against indemnification obligations together of the holder of such Indebtedness to such Person at least $1,000,000 (or its equivalent in another currency) when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such Person failure shall have made adequate provision (as determined by the Required Lenders in their reasonable discretion) for such Indebtedness on its books of account): (A) (1) any Consolidated Party shall default in any payment (beyond continue after the applicable grace period with respect theretoor notice period, if any) with respect to any such Indebtedness or (2) the occurrence and continuance of a default , specified in the observance agreement or performance instrument relating to such Indebtedness as of the date of such failure, or contained in (ii) to perform or observe any term, covenant 42 or condition on its part to be performed or observed under any Financing Document, if any, or any other agreement, note or instrument relating to any such Indebtedness, when required to be performed or agreement evidencing, securing or relating theretoobserved, or any other event or condition shall occur or condition existshall exist thereunder, and such failure, event or condition shall continue after the applicable grace or notice period, if any, specified in such agreement, note or instrument, if the effect of which default or other such failure, event or condition is to causeaccelerate, or permitto permit the acceleration of, the holder or holders maturity of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturityIndebtedness; or (B) any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or, or (without limiting the generality of the foregoing) any defined "Event of Default" (as defined in any Financing Document) shall have occurred and be continuing.

Defaults Under Other Indebtedness. With respect to any Indebtedness (other than Indebtedness outstanding under this Credit Agreement) in excess of $25,000,000 U.S.$10,000,000 (or the Canadian Dollar Equivalent) in the aggregate for the Consolidated Parties taken as a whole any of the following shall occur (unless, with respect to any Indebtedness in favor of the seller of a company acquired by any Consolidated Party, such occurrence is in connection with a bona fide dispute as to the right of the applicable Person to offset such Indebtedness against indemnification obligations of the holder of such Indebtedness to such Person and such Person shall have made adequate provision (as determined by the Required Lenders in their reasonable discretion) for such Indebtedness on its books of account): (A) (1) any Consolidated Party shall (1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness Indebtedness, or (2) the occurrence and continuance of a default in the observance or performance relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (B) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or