Common use of Default Under Other Agreements Clause in Contracts

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Holdings, the Borrower or any of its the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligationsany Indebtedness described in Section 10.1) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries20,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition 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 or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless 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 required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of DefaultHedging Agreements), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Borrower Holdings or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (biii) any such Indebtedness (other than the Obligations) of Holdings or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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, is at least $1,500,000; or

Default Under Other Agreements. (a) The Borrower Borrower, any Parent Guarantor or any of its their Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the 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 or lapse of time 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 (b) any such Indebtedness (other than the Obligations) of the Borrower, any Parent Guarantor or any of their Subsidiaries shall be declared to be (or shall become) due and payable, payable prior to the Stated Maturity thereof; provided that it shall not be a Default or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default), prior Default under this Section 7.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (a) and (b) is at least equal to the stated maturity thereofThreshold Amount; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Financial Indebtedness (other than the Obligations) in excess of $200,000,000, 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 Financial Indebtedness was created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such 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 or lapse of time is required), any such Financial Indebtedness to become due prior to its stated maturity; or , (biii) any such Financial Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or, provided that it shall not be a Default or Event of Default under this Section 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000;

Default Under Other Agreements. (ai) The Borrower Parent or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or (biii) 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 prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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. (ai) The Borrower or any of its Subsidiaries Any Company shall (iA) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiB) 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of any Company shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 11.1(d) unless the aggregate principal amount of all Indebtedness as described in either of the preceding clauses (i) or (ii) is at least $5,000,000; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or (b) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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 (a) and (b) is at least $10,000,000; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (b) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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 (a) and (b) is at least $5,000,000; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 applicable thereto or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; maturity or (b) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, PROVIDED that it shall not constitute an Event of Default pursuant to this Section 9.04 unless the principal amount of any one issue of such Indebtedness exceeds $1,500,000 or the aggregate amount of all Indebtedness referred to in clauses (a) and (b) above exceeds $2,500,000 at any one time; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required, but after giving effect to any applicable grace periods), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 9.1(d) unless (A) the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $75,000,000 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 Holdings, the Borrower or any ------------------------------ of its their respective Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (biii) any such Indebtedness (other than the Obligations) of Holdings, the Borrower or any of their respective Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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, is at least $2,500,000; or

Default Under Other Agreements. (ai) The Borrower PESCO or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness Funded Debt (other than the ObligationsNotes) in excess of $200,000,000, 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 Funded Debt was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness Funded Debt (other than the Notes) 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 or lapse of time is required), any such Indebtedness Funded Debt to become due prior to its stated maturity; , or (bii) any such Indebtedness Funded Debt (other than the Notes) of PESCO or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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 Funded Debt as described in preceding clauses (i) and (ii) is at least $5,000,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required, but after giving effect to any applicable grace periods), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 9.1(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $100,000,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries Any Credit Party shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, except for any Indebtedness owed to a supplier by any Credit Party for goods received or services rendered that is being contested in good faith by appropriate proceedings, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or (bii) any such Indebtedness (other than the Obligations) of any Credit Party shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 9.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $1,000,000 (One Million Dollars); or

Default Under Other Agreements. (a) The Borrower Company or any of its Subsidiaries shall (i) default in any payment on or with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness (other than the Obligations) of the Company or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (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 constitute an Event of Default pursuant to clause (a) or (b) of this Section 9.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, exceeds $5,000,000 at any one time; or

Default Under Other Agreements. (ai) The Borrower Holdings or any of its ------------------------------ Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of Holdings or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, 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 9.04 unless the aggregate outstanding principal amount of all Indebtedness as described in such clauses (i) and (ii) is at least $25,000,000; or

Default Under Other Agreements. (ai) The Any Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsObligations and intercompany loans) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations 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 or lapse of time is requiredrequired but giving effect to any grace period), any such Indebtedness to become due prior to its stated maturity; maturity or (bii) any such Indebtedness of any Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not constitute an Event of Default under this Section 10.04 unless the aggregate amount of all Indebtedness referred to in clauses (i) and (ii) above equals or exceeds $250,000,000; orprovided further that the prior proviso shall not apply to any Incremental Equivalent Indebtedness that is secured; or Section

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries (other than a Securitization Vehicle) shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, 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 or lapse is required and without regard to the passage of time is requiredtime), any such Indebtedness to become due due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 7.01(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $20,000,000; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) ), in excess of $200,000,000, 3,000,000 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 created, (ii) default in any payment of any interest due on the Trust Preferred Securities (provided that a deferral of interest in accordance with terms of the Trust Preferred Securities shall not be deemed to be a default) or (iiiii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall Any Restricted Party shall: (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 or (ii) 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or maturity or (biii) any such Indebtedness (other than the Obligations) of any Restricted Party shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; provided that it shall not be a Default or Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is at least $2.0 million; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the ObligationsObligations and the ▇▇▇▇ Note) in excess of $200,000,000, 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; maturity or (b) any such Indebtedness (other than the Obligations and the ▇▇▇▇ Note) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (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 constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or exceeds $3,000,000 at any one time; or

Default Under Other Agreements. (a) The Borrower Holdings or any of its Restricted Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; Stated Maturity, or (b) any such Indebtedness (other than the Obligations) of Holdings or any of its Restricted Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity Stated Maturity thereof; provided that it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (a) and (b) is at least equal to the Threshold Amount; or

Default Under Other Agreements. (a) The Borrower Parent, the Borrowers or any of its their respective Subsidiaries shall (i) default in any payment on or with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness (other than the Obligations) of the Parent, the Borrowers or any of their respective Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (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 constitute an Event of Default pursuant to clause (a) or (b) of this Section 9.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, exceeds $20,000,000 at any one time; or

Default Under Other Agreements. (a) The Holdings, Parent, the Borrower or any of its their respective Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (biii) any such Indebtedness (other than the Obligations) of Holdings, Parent, the Borrower or any of their respective Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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, less the Howmet Cercast (Canada) Defaulted Amount (if any) at such time, is at least $5,000,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, 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 57 without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $1,000,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries Guarantor shall (ix) default in any payment with respect to of any Indebtedness (other than the Guaranteed Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Guaranteed Obligations) or contained in any instrument or agreement agree- ment evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Guaranteed Obligations) of the Guarantor shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Holdco Default or a Holdco Event of Default under this Section 13(c) unless (A) the principal amount of any one issue of such Indebtedness is at least $2,500,000 or (B) the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $5,000,000; or

Default Under Other Agreements. (ai) The Borrower Holdings or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of Holdings or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, 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 9.04 unless the aggregate outstanding principal amount of all Indebtedness as described in such clauses (i) and (ii) is at least $5,000,000; or

Default Under Other Agreements. (a) The the Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess owed to any Lender, or having an unpaid principal amount of $200,000,000100,000 or greater, individually or in and such default shall continue after the aggregate, for the Borrower and its Subsidiaries, beyond 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating 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 cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)redemption, prior to the stated maturity thereof); or

Default Under Other Agreements. (a) The the Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess owed to any Lender, or having an unpaid principal amount of $200,000,0005,000,000 or greater, individually or in and such default shall continue after the aggregate, for the Borrower and its Subsidiaries, beyond 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating 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 cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)redemption, prior to the stated maturity thereof); or

Default Under Other Agreements. (a) The Borrower Holdings or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (b) any such Indebtedness (other than the Obligations) of Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, or any Enforcement Date occurs; provided that, it shall not be a Default or an Event of Default under this Section 9.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (a) and (b) is at least $7,500,000; or

Default Under Other Agreements. (ai) The Borrower Parent or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or (biii) 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 other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or, provided that it shall not be a Default or Event of Default under this Section 11.04 if a waiver of any of the defaults described in the preceding clauses (i) through (iii) has been obtained or if the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, is less than $10,000,000.

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 applicable thereto or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, payable (or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from result of a default thereunder or of an event of the type that constitutes an Event of Default), ) prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to this Section 8.04 unless the aggregate principal amount of all Indebtedness referred to in clauses (a) and (b) above (without duplication) exceeds $20,000,000 in the aggregate at any one time; or

Default Under Other Agreements. (ai) The Any Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsObligations and the Intercompany Notes) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations 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 or lapse of time is requiredrequired but giving effect to any grace period), any such Indebtedness to become due prior to its stated maturity; maturity or (bii) any such Indebtedness of any Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not constitute an Event of Default under this Section 9.04 unless the aggregate amount of all Indebtedness referred to in clauses (i) and (ii) above equals or exceeds $7,500,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to 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) in excess of $200,000,000, 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 Borrower 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, 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or, provided that it shall not be a Default or (b) any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of DefaultDefault under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (ii), prior to the stated maturity thereofinclusive, is at least $10,000,000; or

Default Under Other Agreements. (a) The Any Borrower or any Subsidiary of its Subsidiaries FSA shall (i) default in any payment with respect to any Indebtedness equal to or in excess of $5,000,000 (other than the Obligations) in excess of $200,000,000, 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness (other than the Obligations) of any Borrower or any Subsidiary of FSA shall be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (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; or

Default Under Other Agreements. (ai) The Borrower Holdings or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $5,000,000; or

Default Under Other Agreements. (ai) The Borrower Holdings or any of ------------------------------ its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsObligations and the ▇▇▇▇▇▇ Note) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations and the ▇▇▇▇▇▇ Note) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations and the ▇▇▇▇▇▇ Note) of Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $500,000; or

Default Under Other Agreements. (a) The Borrower Holdings or any of its Subsidiaries shall shall, after the Petition Date, (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness shall (other than the Obligations) of Holdings or any of its Subsidiaries shall, other than as a result of the commencement of the Cases, be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (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; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries Any Credit Party shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) having a principal amount in excess of $200,000,000, 100,000 individually or $500,000 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 created, or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due (whether by acceleration, redemption, etc.) prior to its stated maturity; provided that for purposes of this clause (a) such default shall be deemed to have occurred whether or not any requisite notice has been given, grace period has expired or time has lapsed in connection with such default or (b) any such Indebtedness of any Credit Party shall be declared to be due and payable, or required to be prepaid or redeemed other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; provided that the Borrower shall not be in default of this Section as a result of the non-payment of the $3.0 million note payable to X-Med, Inc. so long as the Borrower is contesting in good faith the amount owed to X-Med; or

Default Under Other Agreements. (a) The Borrower or any of its the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or 20,000,000 in the aggregate, for the Borrower and its such Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or (except in the case of Indebtedness consisting of any Hedge Agreement) any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; , or (b) without limiting the provisions of clause (a) above, any such Indebtedness (other than Indebtedness consisting of any Hedge Agreement) shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 11.1(d) unless the aggregate principal amount of all Indebtedness as described in either of the preceding clauses (i) or (ii) is at least $5,000,000; or

Default Under Other Agreements. (a) The Borrower Company or any Subsidiary of its Subsidiaries the Company shall (i) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Notes) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is requiredrequired but giving effect to all applicable grace periods), any such Indebtedness to become due prior to its stated maturity; , or (biii) any such Indebtedness (other than the Notes) of the Company or any Subsidiary of the Company shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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 subject to the preceding clauses (i) through (iii), inclusive, outstanding at any time is at least $10,000,000; or

Default Under Other Agreements. (ai) The Holdings, the Borrower or any of its their respective Subsidiaries (other than any Unrestricted Subsidiaries) shall (ix) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 applicable thereto or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (bii) any such Indebtedness of Holdings, the Borrower or any of their respective Subsidiaries (other than an Unrestricted Subsidiary) shall be declared by the holders thereof or a representative therefor to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default), payable prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to this Section 9.1 unless the aggregate principal amount of all such Indebtedness referred to in clauses (i) and/or (ii) above exceeds $10,000,000; or

Default Under Other Agreements. (ai) The Any Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsObligations and the Intercompany Notes) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations 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 or lapse of time is requiredrequired but giving effect to any grace period), any such Indebtedness to become due prior to its stated maturity; maturity or (bii) any such Indebtedness of any Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not constitute an Event of Default under this Section 9.04 unless the aggregate amount of all Indebtedness referred to in clauses (i) and (ii) above equals or exceeds $60,000,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 created; or (ii) the Borrower 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (biii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than (x) by a regularly scheduled required prepayment repayment 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, is at least $15,000,000; or

Default Under Other Agreements. (ai) The Borrower Parent Guarantor or any of its Subsidiaries shall (i) default in any payment with respect to of any Financial Indebtedness (other than the Obligations) in excess of $200,000,000, 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 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 such 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 or lapse of time is required), any such Financial Indebtedness to become due prior to its stated maturity; , or (biii) any such 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 other than by a regularly scheduled required prepayment or as a in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $5,000,000; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries Subsidiary shall (i) default in any payment with respect to any Indebtedness (other than the ObligationsObligations and any non-recourse indebtedness permitted to be incurred hereunder) in excess of $200,000,000, 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 applicable thereto or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness of Borrower (other than the Obligations and any non-recourse indebtedness permitted to be incurred hereunder) shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; PROVIDED, HOWEVER, that it shall not constitute an Event of Default pursuant to this SECTION 9.04 unless any such event referred to in clause (a) or (b) occurs with respect to one or more issues of Indebtedness aggregating at least $25.0 million or more; or

Default Under Other Agreements. With respect to (aw) The the SSCF, (x) the Senior Notes, (y) the Senior Term Loan or (x) any other Indebtedness (other than the Obligations and intercompany Indebtedness) in an aggregate principal amount greater than $25,000,000, (i) the Borrower or any of its Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 Borrower or any of its Restricted Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness , provided that it shall not be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default), prior to Default under this Section 11.04 if a waiver of any of the stated maturity thereofdefaults described in the preceding clauses (i) through (ii) has been obtained; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (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 constitute an Event of Default pursuant to clause (a) or (b) of this Section 9.04 unless the principal amount of all such Indebtedness referred to in clauses (a) and (b) above exceeds $5,000,000 at any one time; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries ------------------------------ Subsidiaries, if any, shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 applicable thereto or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness of the Borrower or any of its Subsidiaries, if any, shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or, provided that it shall not constitute an Event of Default pursuant to this -------- Section

Default Under Other Agreements. (a) The Borrower Company or any Subsidiary of its Subsidiaries the Company shall (i) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of gracegrace (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Notes or contained in any instrument or agreement evidencing, securing or relating thereto), or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is requiredre- quired), any such Indebtedness to become due prior to its stated maturity; , or (biii) any such Indebtedness (other than the Notes) of the Company or any Subsidiary of the Company shall be declared to be due and payable, or required by its terms to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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, is at least $2,500,000; or

Default Under Other Agreements. (ai) The Any Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes and the Intercompany Notes) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Notes 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 or lapse of time is requiredrequired but giving effect to any grace period), any such Indebtedness to become due prior to its stated maturity; maturity or (bii) any such Indebtedness of any Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not constitute an Event of Default under this Section 9.04 unless the aggregate amount of all Indebtedness referred to in clauses (i) and (ii) above equals or exceeds $7,500,000; or

Default Under Other Agreements. (a) The Borrower Parent or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or (biii) 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 prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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. (a) The Borrower or any of its Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or 7,000,000 in the aggregate, for the Borrower and its such Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or (except in the case of Indebtedness consisting of any Hedge Agreement) any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness (other than Indebtedness consisting of any Hedge Agreement) shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $5,000,000; or

Default Under Other Agreements. (ai) The Borrower Holdings or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $15,000,000; or

Default Under Other Agreements. (ai) The Borrower Magellan or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of Magellan or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $10,000,000; or

Default Under Other Agreements. (a) The Borrower Company or any Subsidiary of its Subsidiaries the Company shall (i) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of gracegrace (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Notes or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (biii) any such Indebtedness (other than the Notes) of the Company or any Subsidiary of the Company shall be declared to be due and payable, or required by its terms to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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, is at least $500,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $ 1,000,000; or

Default Under Other Agreements. (ai) The Borrower Holdings or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $1,500,000; or

Default Under Other Agreements. (a1) The Borrower the Guarantor or any of its the Restricted Subsidiaries shall (ix) default in any payment with respect to any Indebtedness (other than the ObligationsLiabilities) in excess of $200,000,000, individually or 20,000,000 in the aggregate, for the Borrower Guarantor and its such Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or (except in the case of Indebtedness consisting of any Hedge Agreement) any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; or or (b2) without limiting the provisions of CLAUSE (1) above, any such Indebtedness (other than Indebtedness consisting of any Hedge Agreement) shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $20,000,000; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, 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; or (b) any such Indebtedness of the Borrower or 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 prepaid, other than by a regularly scheduled required prepayment 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; or

Default Under Other Agreements. (a) The Borrower Holdings or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (biii) any such Indebtedness (other than the Obligations) of Holdings or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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, is at least $5,000,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $750,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required, but after giving effect to any applicable grace periods), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 9.1(d) unless (A) the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $75,000,000 or (B) the Indebtedness described in preceding clauses (i) and (ii) arises under the Revolving Credit Agreement; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $75,000,000; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000), individually or in and such default shall continue after the aggregate, for the Borrower and its Subsidiaries, beyond 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturitymaturity or to terminate its commitment; or (b) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Defaultredemption), prior to the stated maturity thereof, provided that it shall not constitute an Event of Default pursuant to this Section 8.04 unless the aggregate amount of all Indebtedness referred to in clauses (a) and (b) above exceeds $5,000,000 at any one time; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) in excess of $200,000,000, 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) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Notes) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (b) any such Indebtedness (other than the Notes) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Borrower or any of ------------------------------ its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or, provided that it shall not be a Default or an Event of Default under this -------- Section

Default Under Other Agreements. (a) The Borrower Borrower, any Parent Guarantor or any of its their Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the 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 or lapse of time 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 of the Term Loan Credit Agreement as of August 24, 2020, such default, event or condition continues uncured for a period of 15 days), or (b) any such Indebtedness (other than the Obligations) of the Borrower, any Parent Guarantor or any of their Subsidiaries shall be declared to be (or shall become) due and payable, payable prior to the Stated Maturity thereof; provided that it shall not be a Default or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default), prior Default under this Section 7.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (a) and (b) is at least equal to the stated maturity thereofThreshold Amount; or

Default Under Other Agreements. (ai) The U.S. Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required, but after giving effect to any applicable grace periods), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $75,000,000; or

Default Under Other Agreements. (ai) The Borrower Company or any of its ------------------------------ Subsidiaries or Material Joint Ventures shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Company or any of its Subsidiaries or Material Joint Ventures shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereofthereof provided that it shall not be a -------- Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $1,000,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Notes and/or the Austin Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (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 or lapse of time 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; , or (bii) any such Indebtedness (other than the Notes and/or the Austin Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)pre-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) and (ii) is at least $10,000,000; or

Default Under Other Agreements. (a) The Any Parent Guarantor, the Borrower or any of its their Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the 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 or lapse of time 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 (b) any such Indebtedness (other than the Obligations) of any Parent Guarantor, the Borrower or any of their Subsidiaries shall be declared to be (or shall become) due and payable, payable prior to the Stated Maturity thereof; provided that it shall not be a Default or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default), prior Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (a) and (b) is at least equal to the stated maturity thereof; orThreshold Amount.

Default Under Other Agreements. (a) The Borrower RailAmerica or any of its the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) having a principal amount in excess of $200,000,000, 10.0 million individually or in the aggregate, aggregate for the Borrower RailAmerica and its such Subsidiaries, beyond the period of grace, if any, any provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time 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; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Borrower Holdings or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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) Holdings 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (biii) any such Indebtedness (other than the Obligations) of Holdings or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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 $2,500,000 at any time prior to the Trigger Date and $5,000,000 at any time thereafter; or

Default Under Other Agreements. (ai) The Borrower or any of ------------------------------ its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $2,000,000; or

Default Under Other Agreements. (a) The Holdings, the Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 applicable thereto or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness of Holdings, the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not constitute an Event of Default pursuant to this Section 8.04 unless the principal amount of such Indebtedness exceeds $2,500,000 individually or in the aggregate at any one time; or

Default Under Other Agreements. (ai) The Borrower Parent or any Subsidiary of its Subsidiaries Parent shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsLoans and the Notes) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of cure or grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Loans and the Notes) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Loans and the Notes) of Parent or any Subsidiary of Parent shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or, 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

Default Under Other Agreements. (a) The Borrower Any of the Loan Parties or any of its the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or 100,000,000 in the aggregate, for the Borrower such Loan Parties and its such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless prepayment, other than due to a termination event or equivalent event pursuant to the terms of such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of DefaultHedge Agreements), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Borrower Any Credit Party or any of its their respective Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity (other than (1) with respect to Secured Hedging Obligations, termination events or equivalent events pursuant to the terms of Secured Hedge Agreements, (2) any event requiring prepayment pursuant to customary asset sale or change of control provisions and (3) as a result of a sale, conveyance, lease or other disposition of any property or assets securing Indebtedness permitted under this Agreement), or (b) any such Indebtedness (other than the Obligations) of any Credit Party or any of their respective Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; orthereof (other than (1) in connection with termination events or equivalent events pursuant to the terms of 127 #93457508v14

Default Under Other Agreements. (ai) The Borrower Holdings or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $2,000,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event including, without limitation, by reason of the type that constitutes an Event occurrence of Defaulta change of control or other similar event, but excluding by reason of any due-on-sale clause contained in Indebtedness so long as the aggregate principal amount of all such Indebtedness does not exceed $3,500,000), 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 such clauses (i) and (ii) is at least $3,500,000; or

Default Under Other Agreements. (a) The Borrower Any Restricted Company or any Material Subsidiary of its Subsidiaries any Borrower shall (i) default in any payment with respect to any Indebtedness (other than the ObligationsLoans) in excess of $200,000,000, 10.0 million individually or $50.0 million in the aggregate, for the Borrower and its Subsidiaries, aggregate beyond the period of grace, if any, provided in the instrument or agreement under which governing such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness referred to in clause (i) above in excess of the thresholds set forth therein or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition con dition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturitymaturity and such default or event or condition shall continue beyond the period of grace, if any, provided in the instrument or agreement governing such Indebtedness (after giving effect to any consent or waiver obtained and then in effect thereunder); or (b) any such Indebtedness shall referred to in clause (a)(i) above in excess of the thresholds set forth therein shall, in accordance with its terms, be declared to be due and payable, or required to be prepaid other than by a regularly scheduled or required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Any of Holdings, the Borrower or any of its the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or 20,000,000 in the aggregate, for Holdings, the Borrower and its such Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required)cause, any such Indebtedness to become due (or to cause Holdings, the Borrower or any of its Restricted Subsidiaries to purchase any such Indebtedness) prior to its stated maturity; maturity or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Borrower Any Loan Party or any of its the Subsidiaries shall (iA) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiB) 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; or , or (bii) any such Indebtedness (other than the Obligations) of any Loan Party or any of the Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 9.01(d) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (d)(i) and (d)(ii) is at least $10,000,000; oror 130

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or (bii) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled or other mandatory required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to this Section 9.04 unless the aggregate amount of all Indebtedness referred to in clauses (i) and (ii) above exceeds $5,000,000 at any one time; or

Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 created, (ii) 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or (biii) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled or other mandatory required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to this Section 11.04 unless the aggregate 100 amount of all Indebtedness referred to in clauses (i) through (iii) above exceeds $20,000,000 at any one time; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Notes and/or the Austin Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of gracegrace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (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 or lapse of time 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; , or (bii) any such Indebtedness (other than the Notes and/or the Austin Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $10,000,000; or

Default Under Other Agreements. (a) The Borrower Company or any of its the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or 50,000,000 in the aggregate, for the Borrower Company and its such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition 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 or lapse of time is required)cause, any such Indebtedness to become due prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless 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 required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of DefaultHedge Agreements), prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $2,000,000; or

Default Under Other Agreements. (ai) The Borrower Magellan or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of Magellan or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)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) and (ii) is at least $25,000,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $4,000,000; or

Default Under Other Agreements. (ai) The Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or (bii) any such Indebtedness (other than the Obligations) of the Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 10.4 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $1,000,000; or

Default Under Other Agreements. (ai) The Borrower Parent or any of its the Holdco Guarantors or any of Holdings’ Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations, the Existing Intercompany Indebtedness and any other intercompany loans) in excess of $200,000,000, 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 the Holdco Guarantors or any of Holdings’ Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations, the Existing Intercompany Indebtedness and any other intercompany loans) or contained in any instrument or agreement evidencing, securing or relating thereto, including, without limitation, the Senior Note Indenture, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; , provided that it shall not be a Default or (b) any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of DefaultDefault under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (ii), prior to inclusive, is (x) during the stated maturity thereofForbearance Period, at least $5,000,000 and (y) otherwise, at least $10,000,000; or

Default Under Other Agreements. (ai) The Any Borrower or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsObligations and the Intercompany Notes) in excess of $200,000,000, 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 (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations 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 or lapse of time is requiredrequired but giving effect to any grace period), any such Indebtedness to become due prior to its stated maturity; maturity or (bii) any such Indebtedness of any Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)prepayment, prior to the stated maturity thereof, provided that it shall not constitute an Event of Default under this Section 9.04 unless the aggregate amount of all Indebtedness referred to in clauses (i) and (ii) above equals or exceeds $10,000,000; or

Default Under Other Agreements. (a) The Any Parent Guarantor, the Borrower Agent or any of its their Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, individually or in the aggregate, for the Borrower and its Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the 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 or lapse of time 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 1560 days), or (b) any such Indebtedness (other than the Obligations) of any Parent Guarantor, the Borrower Agent or any of their Subsidiaries shall be declared to be (or shall become) due and payable, payable prior to the Stated Maturity thereof; provided that it shall not be a Default or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default), prior Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (a) and (b) is at least equal to the stated maturity thereof; orThreshold Amount.

Default Under Other Agreements. (ai) The Borrower Parent or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $200,000,000, 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 or lapse of time is required), any such Indebtedness to become due prior to its stated maturity; maturity or (biii) 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 other than by a regularly scheduled required prepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default or an event of the type that constitutes an Event of Default)pre­payment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 9.04 (x) if a Non-Recourse Default shall occur or be continuing, or (y) unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000; or