Common use of Default Under Other Agreements Clause in Contracts

Default Under Other Agreements. (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) 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 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 is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the ObligationsIndebtedness described in Section 11.1) in excess of $125,000,000, 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 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 existexist (other than, (1) with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements 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 (determined without regard to whether any notice is required)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 (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000maturity; or

Default Under Other Agreements. (i) The Parent Holdings, the Lead Borrower or any of its Subsidiaries Restricted Subsidiary shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any event shall occur or condition exist under any Indebtedness (other than the Obligations) of Holdings, the Parent Lead Borrower or any of its Subsidiaries Restricted Subsidiary, which shall cause such Indebtedness to be declared to be (or become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all any such Indebtedness as described in preceding clauses (i) through and (iii)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, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (ia) The Parent U.S. Borrower or any of its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii)b) above, inclusive, equals or exceeds $10,000,00025,000,000; or

Default Under Other Agreements. (a) Holdings, the Borrower, or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in fail to make any payment of with respect to any Indebtedness (other than the Obligations) in excess of the greater of (x) $55 million and (y) 15% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the 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) the Parent or any of its Subsidiaries shall 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 existexist (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 Agreements (it being understood that clause (i) above shall apply to any failure to make any payment in excess of the greater of (x) $55 million 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 (determined without regard to whether any notice is required)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; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (iii) any Indebtedness (other than the Obligationsincluding as a result of a casualty or condemnation event) of the Parent 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 of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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 (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $55 million 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)) prior to the stated maturity thereof, ; provided that it this clause (b) shall not be apply to (x) secured Indebtedness that becomes due as a Default result of the voluntary sale or Event transfer of Default 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 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,00011; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created created; or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any 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 (after giving effect to any grace or cure period, but determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid (other than (x) by a regularly scheduled required prepaymentprepayment or (y) as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds is at least $10,000,00025,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, 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, exceeds $10,000,0005,000,000 at any time; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any with respect to Indebtedness (other than the Obligations) in excess of $100,000,000 individually or in the aggregate, for the Parent Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall 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, 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 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 maturity; or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries in excess of $100,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds $10,000,000; or

Default Under Other Agreements. (ia) The Parent or any of its Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) in excess of $50,000,000 in the aggregate, for the Parent 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 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 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 is required)cause, any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Holdings, any Borrower or any of its the Restricted Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of the Parent Holdings, any Borrower or any of its the Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii)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, inclusive, exceeds $10,000,000if such sale or transfer is otherwise permitted hereunder; or

Default Under Other Agreements. (a) Any of the Loan Parties or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) in excess of $120,000,000 in the aggregate, for such Loan Parties 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 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 is required)cause, any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid (other than by a regularly scheduled required prepayment or as a mandatory prepayment, 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 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent U.S. Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required, but after giving effect to any applicable grace periods), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 9.1(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,00075,000,000; or

Default Under Other Agreements. (a) Any Parent Guarantor, the Borrower Agent or any of their Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an 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 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 Administrative Agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity Stated Maturity (and, in the case of any Indebtedness listed on Schedule 11.04, such default, event or condition continues uncured for a period of 15 days), or (iiib) any Indebtedness (other than the Obligations) of any Parent Guarantor, the Parent Borrower Agent or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, payable prior to the stated maturity Stated Maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (ia) through and (iii), inclusive, exceeds $10,000,000; orb) is at least equal to the Threshold Amount.

Default Under Other Agreements. (i) The Parent Any Credit Party or any of its their Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsObligations and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsObligations and Non-Recourse 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 cause, without any further notice (determined without regard to whether other than a notice of acceleration, if required) or any notice is required)further lapse of time, any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the ObligationsObligations and Non-Recourse Indebtedness) of the Parent any Credit Party or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate principal amount of all such Indebtedness as described in preceding clauses (i) through and (iiiii) is at least $100,000,000 (or, in the case of currencies other than Dollars, the Dollar Equivalent thereof), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any with respect to Indebtedness (other than the Obligations) in excess of $50,000,000 individually or in the aggregate, for the Parent Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall 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, 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 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 maturity; or (iiiii) any Indebtedness (other than the Obligations) 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, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds $10,000,000; or

Default Under Other Agreements. (ia) The Parent U.S. Borrower or any of its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) beyond the period peri od 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 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 o f such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to clause (a) or (b) of this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness as described referred to in preceding clauses (ia) through and (iii)b) above, inclusive, equals or exceeds $10,000,00025,000,000; or

Default Under Other Agreements. (a) Any Credit Party or its respective Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) having a principal amount in excess of $5,000,000 in the aggregate for all Credit Parties and their 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any such Indebtedness (other than the Obligations) of the Parent any Credit Party or any of its respective Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment (excluding offers to acquire the Public Notes pursuant to the disposition of assets covenant applicable thereto; provided that no other Event of Default under the Public Notes has occurred and is continuing and such offer does not constitute a default under Section 8.03 hereof), 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, 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) through and (iii), inclusive, exceeds ii) is at least $10,000,00015,000,000; or

Default Under Other Agreements. (a) Any of the Loan Parties or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) in excess of $25,000,000 in the aggregate, for such Loan Parties 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 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 is required)cause, any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid (other than by a regularly scheduled required prepayment or as a mandatory prepayment, 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 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any 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 is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any with respect to Indebtedness (other than the Obligations) in excess of $50,000,000 individually or in the aggregate, for the Parent Borrower and its 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 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 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 maturity; or (iiib) any Indebtedness (other than the Obligations) 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, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds $10,000,000; or

Default Under Other Agreements. (a) Holdings, the Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 10.1) in excess of $20,000,000, 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 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 existexist (other than, with respect to Indebtedness consisting of any Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedging 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 is required)cause, any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedging Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedging Agreements), 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, exceeds $10,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the Obligations) 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 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 is required), any such Indebtedness to become due prior to its stated maturity or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, 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 (ia) through and (iii), inclusive, exceeds b) is at least $10,000,0001,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any with respect to Indebtedness (other than the Obligations) in excess of $10,000,000 individually or in the aggregate, for the Parent Borrower and its 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 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 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 maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries in excess of $10,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Magellan or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Magellan or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided, 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) through and (iii), inclusive, exceeds ii) is at least $10,000,00025,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required, but after giving effect to any applicable grace periods), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 9.1(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,000100,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required, but after giving effect to any applicable grace periods), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 9.1(d) unless (A) the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,00075,000,000 or (B) the Indebtedness described in preceding clauses (i) and (ii) arises under the Revolving Credit Agreement or the 364-Day Term Loan Agreement; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) in excess of $15,000,000 in the aggregate, for the Borrower and such 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 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 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 is required)cause, any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment 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 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,00010.0 million; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsNotes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsNotes) 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the ObligationsNotes) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, 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) through and (iii), inclusive, exceeds ii) is at least $10,000,0005,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, 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) through and (iii), inclusive, exceeds ii) is at least $10,000,0005,000,000; or

Default Under Other Agreements. The Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than pursuant to Section 11.1) in excess of $20,000,000 in the Obligations) aggregate for the Borrower and such 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 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 existexist (other than, with respect to Indebtedness consisting of any Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedging 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 is required)cause, any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedging Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedging Agreements), 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, exceeds $10,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the Obligations) 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 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 is required), any such Indebtedness to become due prior to its stated maturity or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided 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 (ia) through and (iii), inclusive, exceeds b) is at least $10,000,000; or

Default Under Other Agreements. Holdings, the Borrower or any ------------------------------ of their respective Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iii) any Indebtedness (other than the Obligations) of Holdings, the Parent Borrower or any of its their respective Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (x) 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, exceeds is at least $10,000,0002,500,000; or

Default Under Other Agreements. (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) 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 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 is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that 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, exceeds is at least $10,000,000; or

Default Under Other Agreements. (i) The Parent PESCO or any of its Subsidiaries shall (x) default in any payment of any Indebtedness Funded Debt (other than the ObligationsNotes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness Funded Debt was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness Funded Debt (other than the ObligationsNotes) or contained in any instrument or agreement evidencing, securing or relating thereto, beyond the applicable grace period 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 Funded Debt (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 Indebtedness Funded Debt to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness Funded Debt (other than the ObligationsNotes) of the Parent PESCO or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, 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 Funded Debt as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,0005,000,000; or

Default Under Other Agreements. (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) 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 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 is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentpre­payment, 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsNotes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsNotes) 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the ObligationsNotes) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided 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) through and (iii)ii) is at least (x) in the case of Indebtedness of the Borrower, inclusive$5,000,000 and (y) in the case of Indebtedness of any of its Subsidiaries, exceeds $10,000,00015,000,000; or

Default Under Other Agreements. (a) The Company or any Subsidiary ------------------------------ shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness for borrowed money (other than this Note) which Indebtedness has an outstanding principal amount in excess of the Obligations) Cross-Default Threshold, 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 agreement, covenant 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 is required)cause, any such Indebtedness to become due prior to its stated maturity 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 (iiib) any Indebtedness (other than the Obligations) of the Parent Company or any Subsidiary which has an outstanding principal amount in excess of the Cross-Default Threshold shall, in accordance with its Subsidiaries shall terms, be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled or required prepayment, payment 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, exceeds $10,000,000; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the ObligationsIndebtedness described in Section 11.1) in excess of $125,000,000, 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 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 existexist (other than, (1) with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements 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 (determined without regard to whether any notice is required)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 (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000; or715000788 12406500715000788 12406500

Default Under Other Agreements. (i) The Parent Any Credit Party or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsObligations and Non-Recourse Indebtedness) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsObligations and Non-Recourse 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 cause, without any further notice (determined without regard to whether other than a notice of acceleration, if required) or any notice is required)further lapse of time, any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the ObligationsObligations and Non-Recourse Indebtedness) of the Parent any Credit Party or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate principal amount of all such Indebtedness as described in preceding clauses (i) through and (iiiii) is at least $100,000,000 (or, in the case of currencies other than Dollars, the Dollar Equivalent thereof), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 9.01) beyond the period of gracegrace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or created, (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 the ObligationsIndebtedness referred to in Section 9.01) 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 is required), any such Indebtedness to become due prior to its stated maturity and such default shall not have been cured or waived, or (iii) any Indebtedness (other than the ObligationsIndebtedness referred to in Section 9.01) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described referred to in the preceding clauses (i) through (iii), inclusive, ) above exceeds $10,000,000100,000 at any one time; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness in an aggregate principal amount equal to or exceeding $1,500,000 (other than the ObligationsNotes, the Restructuring Notes, the Intercompany Term Notes, the ConPharma Note and the Intercompany Acquisition Notes) beyond the period of gracegrace (not to exceed 30 days), 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 in an aggregate principal amount equal to or exceeding $3,750,000 (other than the ObligationsNotes, the Restructuring Notes, the Intercompany Term Notes, the ConPharma Note and the Intercompany Acquisition 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 is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries Subsidiaries, in an aggregate principal amount equal to or exceeding $3,750,000, shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000; or

Default Under Other Agreements. (a) Holdings, the Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 11.1) in excess of $20,000,000, 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 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 existexist (other than, with respect to Indebtedness consisting of any Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedging 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 is required)cause, any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedging Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedging Agreements), 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, exceeds $10,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness, in excess of $50,000,000 (or, if at any Indebtedness time after the date hereof, clause (other than a)(i) of Section 10.4 of the ObligationsRevolving Credit Agreement (or the corresponding provision in any amended, replacement or refinancing facility referred to below) shall be amended to change the Dollar amount set forth therein, such Dollar amount set forth in such clause (a)(i), as so amended, which shall automatically be deemed to be amended to give effect thereto upon the effectiveness of such amendment, replacement or refinancing with no further action required by the parties hereto) in the aggregate, 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 such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating theretothereto beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, 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 is required)cause, any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000maturity; or

Default Under Other Agreements. The Borrowers or any of their respective Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iii) any Indebtedness (other than the Obligations) of the Parent Borrowers or any of its their respective Restricted Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that (x) 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, exceeds is at least $10,000,0005,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,00015,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial 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 Financial Indebtedness (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 Financial Indebtedness to become due prior to its stated maturity or maturity, (iii) any Financial Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or;

Default Under Other Agreements. (i) The Parent Any Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsObligations and intercompany loans) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsObligations and intercompany loans) 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 is requiredrequired but giving effect to any grace period), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of the Parent any Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or constitute an Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described referred to in preceding clauses (i) through and (iii), inclusive, ii) above equals or exceeds $10,000,000125,000,000; or

Default Under Other Agreements. (a) The Borrower, any Parent Guarantor or any of their Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an 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 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 is required), any such Indebtedness to become due prior to its stated maturity Stated Maturity (and, in the case of this clause (ii), any such default, event or condition arising under Indebtedness under foreign lines incurred pursuant to clause (xiv) of the definition of Permitted Debt continues uncured for a period of sixty days), or (iiib) any Indebtedness (other than the Obligations) of the Borrower, any Parent Guarantor or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, payable prior to the stated maturity Stated Maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 7.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (ia) through and (iii), inclusive, exceeds $10,000,000b) is at least equal to the Threshold Amount; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsNotes) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsNotes) 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 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 prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the ObligationsNotes) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, 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) through and (iii), inclusive, exceeds ii) is at least $10,000,0002,000,000; or

Default Under Other Agreements. (i) The Parent or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 9.01) beyond the period of gracegrace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or created, (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 the ObligationsIndebtedness referred to in Section 9.01) 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 is required), any such Indebtedness to become due prior to its stated maturity and such default shall not have been cured or waived, or (iii) any Indebtedness (other than the ObligationsIndebtedness referred to in Section 9.01) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described referred to in the preceding clauses (i) through (iii), inclusive, ) above exceeds $10,000,0005,000,000 at any one time; or

Default Under Other Agreements. (a) RailAmerica or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the Obligations) having a principal amount in excess of $10.0 million individually or in the aggregate for RailAmerica and such 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 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 is required)cause, any such Indebtedness to become due (or to cause RailAmerica or any of its Restricted Subsidiaries to purchase any such Indebtedness) prior to its stated maturity maturity; or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment, 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Failure of the Borrower or any of its Subsidiaries shall default in any payment of to pay any Indebtedness (other than the Obligations) beyond in an aggregate principal amount of Two Million Dollars ($2,000,000.00), when due; or the period of grace, if any, provided in failure by the instrument or agreement under which such Indebtedness was created or (ii) the Parent Borrower or any of its Subsidiaries shall default to perform any term, provision or condition contained in the observance or performance of any agreement or condition relating to agreements under which any Indebtedness (other than the Obligations) in an aggregate principal amount of Two Million Dollars ($2,000,000.00) was created or contained in any instrument or agreement evidencing, securing or relating theretois governed, 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 in an aggregate principal amount of Two Million Dollars (or a trustee or agent on behalf of such holder or holders$2,000,000.00) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due prior to its stated maturity maturity; or (iii) any Indebtedness of the Borrower or any of its Subsidiaries (other than the Obligations) in an aggregate principal amount of the Parent or any of its Subsidiaries Two Million Dollars ($2,000,000.00), shall be declared to be due and payable, payable or required to be prepaid, redeemed, defeased or repurchased prepaid (other than by a regularly scheduled required prepayment, payment) prior to the stated maturity thereof, provided that it ; or the Borrower or any of its Subsidiaries shall not be a Default pay, or Event of Default under this Section 10.04 unless the admit in writing its inability to pay, its debts generally as they become due in an aggregate principal amount of all Indebtedness as described in preceding clauses Two Million Dollars (i) through (iii$2,000,000.00), inclusive, exceeds $10,000,000; or.

Default Under Other Agreements. (i) The Parent Guarantor or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Guarantor or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial 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 Financial Indebtedness (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 Financial Indebtedness to become due prior to its stated maturity maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Parent Guarantor or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (a) The Borrower, any Parent Guarantor or any of their Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an 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 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 is required), any such Indebtedness to become due prior to its stated maturity Stated Maturity (and, in the case of any Indebtedness listed on Schedule 7.04, such default, event or condition continues uncured for a period of 15 days), or (iiib) any Indebtedness (other than the Obligations) of the Borrower, any Parent Guarantor or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, payable prior to the stated maturity Stated Maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 7.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (ia) through and (iii), inclusive, exceeds $10,000,000b) is at least equal to the Threshold Amount; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness pursuant to which the Borrower is obligated in any manner (other than the Obligations) beyond the period of gracegrace (not to exceed 30 days), 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent 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, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds $10,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; 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 (ia) through and (iii), inclusive, exceeds b) is at least $10,000,0005,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of ------------------------------ its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentprepayment (including, without limitation, by reason of the occurrence of a change of control or other similar event), prior to the stated maturity thereof, provided that it shall not be a Default or an -------- Event of Default under clauses (i) or (ii) of this Section 10.04 unless the aggregate outstanding principal amount of all Indebtedness as described in preceding such clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,00015,000,000; or

Default Under Other Agreements. (i) The Parent Holdings, the Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness of $5,000,000 or more (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness of $5,000,000 or more (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 is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness of $5,000,000 or more (other than the Obligations) of Holdings, the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased prepaid or repurchased other than by a regularly scheduled required prepaymentpurchased pursuant to put provisions, 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Any Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsObligations and the Intercompany Notes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsObligations and the Intercompany 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 is requiredrequired but giving effect to any grace period), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of the Parent any Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or constitute an Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described referred to in preceding clauses (i) through and (iii), inclusive, ii) above equals or exceeds $10,000,00060,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness in an aggregate principal amount equal to or exceeding $1,500,000 (other than the ObligationsLoans, the Restructuring Notes, the Intercompany Term Notes, the ConPharma Note and the Intercompany Acquisition Notes) beyond the period of gracegrace (not to exceed 30 days), 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 in an aggregate principal amount equal to or exceeding $3,750,000 (other than the ObligationsLoans, the Restructuring Notes, the Intercompany Term Notes, the ConPharma Note and the Intercompany Acquisition 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 is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries Subsidiaries, in an aggregate principal amount equal to or exceeding $3,750,000, shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Magellan or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Magellan or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, 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) through and (iii), inclusive, exceeds ii) is at least $10,000,00025,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 11.1(d) unless the aggregate principal amount of all Indebtedness as described in either of the preceding clauses (i) through or (iii), inclusive, exceeds ii) is at least $10,000,0005,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required, but after giving effect to any applicable grace periods), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, 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 (i9.1(d) through (iii), inclusive, exceeds $10,000,000; orunless

Default Under Other Agreements. (i) The Parent General Partner or the Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 10.01) beyond the period of gracegrace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or created, (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 the ObligationsIndebtedness referred to in Section 10.01) 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iii) any Indebtedness (other than the ObligationsIndebtedness referred to in Section 10.01) of the Parent General Partner or the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, 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, exceeds is at least $10,000,000100,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or created, (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 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 is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled or other mandatory required prepayment, prior to the stated maturity thereof, ; provided that it shall not be a Default or constitute an Event of Default under pursuant to this Section 10.04 11.04 unless the aggregate principal 100 amount of all Indebtedness as described referred to in preceding clauses (i) through (iii), inclusive, ) above exceeds $10,000,00020,000,000 at any one time; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Notes and/or the Austin Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the Notes and/or the Austin 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 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 prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Notes and/or the Austin Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an -92- 100 Event of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its the Subsidiaries shall default in any payment under the terms of any Indebtedness (other than the Obligations) in excess of $20,000,000 in the aggregate, for the Borrower and such 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 the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, and 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 is required)cause, any such Indebtedness to become due prior to its stated maturity (so long as such default remains unremedied or has not been waived by the holders of such Indebtedness); or (iiib) without limiting the provisions of clause (a) above, any such Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prepayment or as a mandatory prepayment or redemption prior to the stated maturity thereof, ; provided that it this clause (b) shall not be apply to Indebtedness outstanding under any Hedge Agreements that becomes due pursuant to a Default termination event or Event equivalent event under the terms of Default under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000such Hedge Agreements; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Material Indebtedness (other than the Obligations) Indebtedness described in Section 11.1), 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 such Indebtedness described in clause (other than the Obligationsi) above or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (other than, (1) with respect to any Hedging Obligations, termination events or equivalent events pursuant to the terms of the related Hedge Agreements, (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 and (3) prepayments, tender offers or calls of Indebtedness to the extent permitted under Section 10.1 and Section 10.7), 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 is required)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 (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000maturity; or

Default Under Other Agreements. (i) The Parent Holding or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Holding or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided 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) through and (iii), inclusive, exceeds ii) is at least $10,000,0001,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries Subsidiary Guarantors shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the Obligations) or contained in any instrument or agreement evidencing, securing securing, guaranteeing, 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 is required), any such Indebtedness to become due prior to its stated maturity or (iiiz) default in the observance or performance of any term or condition under the Sale Documents or the Disposition Documents, or (ii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 8.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,000500,000; or

Default Under Other Agreements. (i) The Parent If, first arising after the Petition Date, any Borrower or any of its Subsidiaries Party shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of graceapplicable grace period, if any, provided in the an instrument or agreement under which such Indebtedness was created is governed or (iiy) 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 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 any holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holdersholder) to cause (determined without regard after delivery of any notice, if required by any such instrument or agreement, and after giving effect to whether any notice is requiredwaiver, amendment, cure or grace period), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent any Borrower or any of its Subsidiaries other Loan Party shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 10.4 unless the aggregate principal amount of all such Indebtedness as described in preceding clauses (i) through (iii)this Section 10.4 equals to or exceeds the Threshold Amount; provided, inclusive, exceeds $10,000,000; orfurther that this Section 10.4 shall not apply to any default under Indebtedness existing prior to the Petition Date which has been accelerated by virtue of the filing of the Cases;

Default Under Other Agreements. (i) The Parent Any Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsObligations and the Intercompany Notes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsObligations and the Intercompany 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 is requiredrequired but giving effect to any grace period), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of the Parent any Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or constitute an Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described referred to in preceding clauses (i) through and (iii), inclusive, ii) above equals or exceeds $10,000,0007,500,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations, the TMS Intercompany Indebtedness, the Trico Marine Cayman Intercompany Loan, the Trico Supply Intercompany Loan Documentation and any other intercompany loans) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations, the TMS Intercompany Indebtedness, the Trico Marine Cayman Intercompany Loan, the Trico Supply Intercompany Loan Documentation and any other intercompany loans) 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 is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, prior to the stated maturity thereofor, provided that it shall not be a Default or Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iiiii), inclusive, exceeds is at least $10,000,000; or

Default Under Other Agreements. (i) The Parent or Borrower, any of its Restricted Subsidiaries or, for so long as TV One remains a Designated Entity, TV One shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required, but after giving effect to any waiver, amendment, cure or grace period), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent or Borrower, any of its Restricted Subsidiaries or, for so long as TV One remains a Designated Entity, TV One shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,0005,000,000; or

Default Under Other Agreements. (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) 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 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 is required), any such Indebtedness to become due prior to its stated maturity or (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 if a Non-Recourse Default shall occur or be continuing or unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Any Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsObligations and the Intercompany Notes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsObligations and the Intercompany 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 is requiredrequired but giving effect to any grace period), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of the Parent any Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or constitute an Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described referred to in preceding clauses (i) through and (iii), inclusive, ii) above equals or exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Holdings or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Holdings or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided 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 and (iii), inclusive, exceeds ii) is at least $10,000,0007,500,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of ------------------------------ its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000; or,

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Material Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Material 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 is required, but after giving effect to any applicable grace periods), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Material Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Any Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsNotes and the Intercompany Notes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsNotes and the Intercompany 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 is requiredrequired but giving effect to any grace period), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of the Parent any Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or constitute an Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described referred to in preceding clauses (i) through and (iii), inclusive, ii) above equals or exceeds $10,000,0007,500,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any with respect to Indebtedness (other than the Obligations) in excess of $50,000,000 individually or in the aggregate, for the Parent Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall 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, 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 any lapse of time prior to the effectiveness 103 of any notice of acceleration, is required), any such Indebtedness to become due prior to its stated maturity maturity; or (iiiii) any Indebtedness (other than the Obligations) 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, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds $10,000,000; or

Default Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of with respect to any Indebtedness (other than the ObligationsIndebtedness described in Section 11.1) or Hedge Obligations in excess of $125,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Hedge Obligations 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 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 existexist (other than, (1) with respect to any Hedge Obligations, termination events or equivalent events pursuant to the terms of the related Hedge Agreements 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 (determined without regard to whether any notice is required)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 (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000maturity; or

Default Under Other Agreements. (i) The Parent Borrower or any of ------------------------------ its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsNotes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, 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) through and (iii), inclusive, exceeds ii) is at least $10,000,0002,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Material Subsidiaries shall (i) default in any payment of any with respect to Indebtedness (other than the Obligations) in excess of $50,000,000 individually or in the aggregate, for the Borrower and its Material 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 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 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 maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any its Material Subsidiaries in excess of its Subsidiaries $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, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries (other than a Securitization Vehicle) shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 (x) in the case of the Second Lien Credit Agreement, after giving effect to any cure or grace period provided therein and (y) in all other cases, without regard to whether any notice is requiredrequired and without regard to the passage of time), any such Indebtedness to become due due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 7.01(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,00020,000,000; or

Default Under Other Agreements. (i) The Parent Company or any of its ------------------------------ Subsidiaries or Material Joint Ventures shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Company or any of its Subsidiaries or Material Joint Ventures shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, thereof provided that it shall not be a -------- Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,0001,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Notes and/or the Austin Obligations) beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the Notes and/or the Austin 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 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 prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Notes and/or the Austin Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepaymentpre-payment, prior to the stated maturity thereof, 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) through and (iii), inclusive, exceeds ii) is at least $10,000,000; or

Default Under Other Agreements. (i) The Parent or any of its Subsidiaries shall (x) default in any payment of any with respect to Indebtedness (other than the Obligations) in excess of $100,000,000 individually or in the aggregate, for the Parent and its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) the Parent or any of its Subsidiaries shall 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, 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 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 maturity; or (iiiii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries in excess of $100,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds $10,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any with respect to Indebtedness (other than the Obligations) in excess of $5,000,000 individually or in the aggregate, for the Borrower and its 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 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 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 maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries in excess of $5,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity maturity, or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,0004,000,000; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) 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 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 is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.04 10.4 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through and (iii), inclusive, exceeds ii) is at least $10,000,0001,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) beyond ), and such default shall continue after the period of graceapplicable grace period, if any, provided specified in the agreement or instrument or agreement under which relating to such Indebtedness was created Indebtedness, or (ii) the Parent or any of its Subsidiaries shall 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 theretothereto (and all grace periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition exist, the effect of which default or other event or condition is to causepermit or, with the giving of notice or to lapse of time (or both), would 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 is required), any such Indebtedness to become due prior to its stated maturity or to terminate its commitment; or (iiib) any such Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid, redeemed, defeased or repurchased prepaid (other than by a regularly scheduled required prepaymentprepayment or redemption), prior to the stated maturity thereof, provided that it shall not be a Default or constitute an Event of Default under pursuant to this Section 10.04 8.04 unless the aggregate principal amount of all Indebtedness as described referred to in preceding clauses (ia) through and (iii), inclusive, b) above exceeds $10,000,0005,000,000 at any one time; or

Default Under Other Agreements. (i) The Parent Company or any of its Subsidiaries shall (x) default in any payment of any Indebtedness (other than the ObligationsNotes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) 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 the ObligationsNotes) 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 is required), any such Indebtedness to become due prior to its stated maturity or (iiiii) any Indebtedness (other than the Obligations) of the Parent Company or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled or other mandatory required prepaymentprepayment or by reason of optional prepayment or tender by the issuer at its discretion, prior to the stated maturity thereof, provided ; PROVIDED that it shall not be a Default or constitute an Event of Default under pursuant to this Section 10.04 9.04 unless the aggregate principal amount of all Indebtedness as described referred to in preceding clauses (i) through and (iii), inclusive, ii) above exceeds $10,000,00020,000,000 at any one time; or

Default Under Other Agreements. (i) The Parent Borrower or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial 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 Financial Indebtedness (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 Financial Indebtedness to become due prior to its stated maturity maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, ; provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless (x) the Financial Indebtedness described in preceding clauses (i) through (iii) is under the Other Loan Agreement or (y) the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or

Default Under Other Agreements. (i) The Parent Guarantor or any of its Subsidiaries shall default in any payment of any Financial Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Parent Guarantor or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Financial 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 Financial Indebtedness (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 Financial Indebtedness to become due prior to its stated maturity maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Parent Guarantor or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased prepaid other than by a regularly scheduled required prepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 10.04 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,0005,000,000; or

Default Under Other Agreements. (ia) The Parent Borrower or any of its Subsidiaries shall (i) default in any payment of any with respect to Indebtedness (other than the Obligations) in excess of $20,000,000 individually or in the aggregate, for the Parent Borrower and its 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 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 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 maturity; or (iiib) any Indebtedness (other than the Obligations) of the Parent Borrower or any of its Subsidiaries in excess of $20,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type 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, exceeds $10,000,000; or

Default Under Other Agreements. (a) Any Parent Guarantor, the Borrower or any of their Subsidiaries shall (i) The Parent or any of its Subsidiaries shall default in any payment of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an 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 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 is required), any such Indebtedness to become due prior to its stated maturity Stated Maturity (and, in the case of any Indebtedness listed on Schedule 11.04, such default, event or condition continues uncured for a period of 15 days), or (iiib) any Indebtedness (other than the Obligations) of any Parent Guarantor, the Parent Borrower or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, payable prior to the stated maturity Stated Maturity thereof, ; provided that it shall not be a Default or an Event of Default under this Section 10.04 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (ia) through and (iii), inclusive, exceeds $10,000,000; orb) is at least equal to the Threshold Amount.

Default Under Other Agreements. (ia) The Parent Except with respect to obligations that are unenforceable as a result of the commencement of the Chapter 11 Cases and defaults that occur solely as a result of the filing of the Chapter 11 Cases, the Borrower or any of its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the ObligationsIndebtedness described in Section 11.1) or Hedging Obligations in excess of $30,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Hedging Obligations 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 such Indebtedness described in clause (other than the Obligationsa) above or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (other than, (1) with respect to any Hedging Obligations, termination events or equivalent events pursuant to the terms of the related Hedge Agreements, (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 and (3) prepayments, tender offers or calls of Indebtedness to the extent permitted under Section 10.1 and Section 10.7), 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 is required)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 (iii) any Indebtedness (other than the Obligations) of the Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, 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, exceeds $10,000,000maturity; or