Common use of Default Under Other Agreements Clause in Contracts

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in the payment when due, whether at stated maturity or otherwise, of any payment with respect amount pursuant to any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 50,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, grace if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to under any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due with proceeds of the event giving rise to a termination event or equivalent event pursuant to the terms of such Hedge Agreementsprepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 75,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Borrower or any of the Restricted its Subsidiaries shall (ix) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 100,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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 (bii) without limiting Indebtedness of the provisions Parent Borrower or its Subsidiaries in excess of clause (a) above, any such Indebtedness $100,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted Subsidiaries shall (i) Any Credit Party shall default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents or Intercompany Indebtedness) in a principal amount in excess of the Dollar Equivalent of $150,000,000 75,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (after the expiration of any grace period but determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem the full amount of such Indebtedness to be made, prior to its stated maturity; or (b) without limiting the provisions of provided that clause (ag)(ii) above, any such shall not apply to secured Indebtedness shall be declared to be that becomes due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting result of any Hedge Agreements, other than due to a termination event the voluntary sale or equivalent event pursuant to transfer of the terms of property or assets securing such Hedge Agreements), prior to the stated maturity thereofIndebtedness; or

Default Under Other Agreements. (ai) The Parent Borrower or any of the Restricted its Subsidiaries shall (ix) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 50,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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 (bii) without limiting Indebtedness of the provisions Parent Borrower or its Subsidiaries in excess of clause (a) above, any such Indebtedness $50,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 50,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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) without limiting Indebtedness of the provisions Parent Borrower or its Subsidiaries in excess of clause (a) above, any such Indebtedness $50,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in the payment when due, whether at stated maturity or otherwise, of any payment with respect amount pursuant to any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 50,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, grace if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to under any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due with proceeds of the event giving rise to a termination event or equivalent event pursuant to the terms of such Hedge Agreementsprepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 10,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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) without limiting Indebtedness of the provisions Parent Borrower or its Subsidiaries in excess of clause (a) above, any such Indebtedness $10,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Borrower Holdings or any of the Restricted its Subsidiaries shall (i) default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 5,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate 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 created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness 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 (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness pursuant to which the Borrower is obligated in any manner (other than the Obligations) in excess of $150,000,000 in the aggregate, for the Parent Borrower and such Restricted 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 Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or (b) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) above, the Borrower or any such Indebtedness of its Subsidiaries pursuant to which the Borrower is obligated in any manner shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Borrower or any of the Restricted its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) in excess of $150,000,000 in the aggregate, for the Parent Borrower and such Restricted 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) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required, but 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) without limiting any Indebtedness (other than the provisions Notes) of clause (a) above, the Borrower or any such Indebtedness 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 (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 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 Parent Borrower Company or any of the Restricted its Subsidiaries shall (i) default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 10,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate 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 created, or (ii) a default in the performance or observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; , or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof, unless, in any such case, such default is being contested in good faith by appropriate proceedings by the Company or such Subsidiary; or

Default Under Other Agreements. (a) The Parent Borrower RailAmerica or any of 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 $150,000,000 10.0 million individually or in the aggregate, aggregate for the Parent Borrower RailAmerica and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due (or to 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 (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent MLP, the Borrower or any of the Restricted its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the Obligations) in excess of $150,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) abovethe MLP, the Borrower or any such Indebtedness 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 (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof, provided that (A) it shall not be a Default or an Event of Default under this Section 11.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least equal to the Threshold Amount and (B) the preceding clause (ii) shall not apply to Indebtedness that becomes due as a result of a voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is otherwise permitted hereunder and such Indebtedness is promptly paid; or

Default Under Other Agreements. (ai) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 10,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate 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 created, or (ii) a default in the performance or observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of 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 (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; or;

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 30,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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) without limiting Indebtedness of the provisions Parent Borrower or its Subsidiaries in excess of clause (a) above, any such Indebtedness $30,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 5,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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) without limiting the provisions of clause (a) above, any such Indebtedness of the Borrower or its Subsidiaries shall be declared to be due and payable, payable in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in the payment when due, whether at stated maturity or otherwise, of any payment with respect amount pursuant to any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 50,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, grace if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to under any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than by such Indebtedness that is required to be prepaid upon a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting “Change of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), prior to the stated maturity thereof; orControl”

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Material Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 50,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Material Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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) without limiting Indebtedness of the provisions Borrower or its Material Subsidiaries in excess of clause (a) above, any such Indebtedness $50,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 20,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness 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 (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due 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 (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 20,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness 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 (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due 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 (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Holdings, Borrower or any of the Restricted their Subsidiaries shall (i) default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 10,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; or , (biii) without limiting the provisions of clause (a) above, any such Indebtedness of Holdings, Borrower or any of their Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; orthereof or (iv) any breach, default or event of default remaining uncured for a period of thirty (30) days on the part of Holdings, Borrower or any of their Subsidiaries shall occur under any Operating Lease to which Holdings, Borrower or any of their Subsidiaries is a party pursuant to which rental payments thereunder equal or exceed $10,000,000 per annum;

Default Under Other Agreements. (ai) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 10,000,000 (or the Dollar Equivalent thereof) in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, grace if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to under any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due with proceeds of the event giving rise to a termination event or equivalent event pursuant to the terms of such Hedge Agreementsprepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Material Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 20,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Material Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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) without limiting Indebtedness of the provisions Borrower or its Material Subsidiaries in excess of clause (a) above, any such Indebtedness $20,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 25,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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) without limiting Indebtedness of the provisions Parent Borrower or its Subsidiaries in excess of clause (a) above, any such Indebtedness $25,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Borrower Company or any of the Restricted its Subsidiaries shall (iA) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) in excess of $150,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiB) 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 theretothereto (including, for purposes of this Section 8.01(d), any Hedging Obligations of the Company and its Subsidiaries whether or not entered into for risk management purposes), or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) without limiting any Indebtedness of the provisions Company or any of clause (a) above, any such Indebtedness 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 by reason of optional prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to tender by the terms of such Hedge Agreements)issuer at its discretion, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to this Section 8.01 unless the aggregate amount of all Indebtedness referred to in clauses (i) and (ii) above exceeds $7,000,000 at any one time; or

Default Under Other Agreements. (a) The Parent Borrower RailAmerica or any of 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 $150,000,000 10.0 million individually or in the aggregate, aggregate for the Parent Borrower RailAmerica and such Restricted Subsidiaries, Subsidiaries (the “Threshold Debt”) 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 Threshold Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness Threshold Debt (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness Threshold Debt to become due (or to cause RailAmerica or any of its Restricted Subsidiaries to purchase any such Threshold Debt) prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness Threshold Debt shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Holdings, the Borrower or any ------------------------------ of the Restricted its Subsidiaries shall (i) default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 5,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, grace if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to under any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due with proceeds of the event giving rise to a termination event or equivalent event pursuant to the terms of such Hedge Agreementsprepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 20,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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) without limiting Indebtedness of the provisions Parent Borrower or its Subsidiaries in excess of clause (a) above, any such Indebtedness $20,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness pursuant to which the Borrower is obligated in any manner in an amount in excess of $250,000 (other than the Obligations) in excess of $150,000,000 in the aggregate, for the Parent Borrower and such Restricted 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 Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or (b) without limiting any Indebtedness (other than the provisions Obligations) of clause (a) above, the Borrower or any such Indebtedness of its Subsidiaries pursuant to which the Borrower is obligated in any manner shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Except in all cases for Excluded Defaults, Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $75,000,000 individually or $150,000,000 in the aggregate, for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice or lapse of time is required, provided that, prior to the consummation of the Spin-Off, the existence of any Event of Default under this Section 9.04(a)(ii) with respect to Indebtedness outstanding under the Nabisco Credit Agreement shall be determined after giving effect to any notice or lapse of time provided to Nabisco, Inc. in the Nabisco Credit Agreement, as the case may be), any such Indebtedness to become due prior to its stated maturity; or (b) without limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in the payment when due, whether at stated maturity or otherwise, of any payment with respect amount pursuant to any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 50,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, grace if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to under any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid (other than such Indebtedness that is required to be prepaid upon a “Change of Control” under a Public Note Document that would not cause a Change of Control hereunder) other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due with proceeds of the event giving rise to a termination event or equivalent event pursuant to the terms of such Hedge Agreementsprepayment), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted its Material Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 25,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Material Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice 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) without limiting Indebtedness of the provisions Borrower or its Material Subsidiaries in excess of clause (a) above, any such Indebtedness $25,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 7,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness 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 (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due 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 (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Corporate Guarantor, the Borrower or any of the Restricted their respective Subsidiaries shall (i) default in any payment with respect to of any Financial Indebtedness (other than the Credit Document Obligations) in excess of $150,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Financial Indebtedness was created or (ii) the Corporate Guarantor, the Borrower or any of their respective Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Financial Indebtedness (other than the Credit Document Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Financial Indebtedness to become due prior to its stated maturity; , or (biii) without limiting any Financial Indebtedness (other than the provisions Credit Document Obligations) of clause (a) abovethe Corporate Guarantor, the Borrower or any such Indebtedness 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 in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or Event of Default under this Section 9.04 unless the aggregate principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $1,000,000; or

Default Under Other Agreements. (ai) The Parent Borrower or any of the Restricted its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) in excess of $150,000,000 in the aggregate, for the Parent Borrower and such Restricted 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) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required, but 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) without limiting any Indebtedness (other than the provisions Notes) of clause (a) above, the Borrower or any such Indebtedness 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 (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof, provided that it shall not be a Default or an Event of Default under this Section 9.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) and (ii) is at least $2,000,000; or

Default Under Other Agreements. (a) The Parent Borrower Company or any of the Restricted Subsidiaries ------------------------------ Subsidiary shall (i) default in any payment with respect to any Indebtedness indebtedness for borrowed money (other than the Obligationsthis Note) which indebtedness has an outstanding principal amount in excess of $150,000,000 250,000 individually or $500,000 in the aggregate, aggregate for the Parent Borrower Company and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness indebtedness was created or (ii) default in the observance or performance of any agreement agreement, covenant or condition relating to any such Indebtedness indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness indebtedness to become due prior to its stated maturitymaturity and such default or event shall continue beyond the period of grace, if any, provided in the instrument or agreement under which such indebtedness was created (after giving effect to any consent or waiver obtained and then in effect thereunder); or (b) without limiting any indebtedness of the provisions Company or any of clause (a) aboveits Subsidiaries which has an outstanding principal amount in excess of $750,000 individually or $1,500,000 in the aggregate shall, any such Indebtedness shall in accordance with its terms, be declared to be due and payable, or required to be prepaid other than by a regularly scheduled or required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements), payment prior to the stated maturity thereof; or;

Default Under Other Agreements. (ai) The Parent Borrower or any of the Restricted its Subsidiaries shall (ix) default in any payment with respect to any Indebtedness (other than the Obligations) in excess of $150,000,000 100,000,000 individually or in the aggregate, for the Parent Borrower and such Restricted its Subsidiaries, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration, or any lapse of time prior to 112 the effectiveness of any notice of acceleration, is required), any such Indebtedness to become due prior to its stated maturity; or (bii) without limiting Indebtedness of the provisions Parent Borrower or its Subsidiaries in excess of clause (a) above, any such Indebtedness $100,000,000 shall be declared to be due and payable, payable other than in accordance with the terms of such Indebtedness or required to be prepaid prepaid, other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting unless such required prepayment or mandatory prepayment results from a default thereunder or an event of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms type that constitutes an Event of such Hedge AgreementsDefault), prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Borrower or any of the Restricted its Subsidiaries shall (i) default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLender under the Subordinated Loan Documents) in excess of $150,000,000 1,150,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate 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 created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of Parent or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (ai) The Parent Borrower Holdings or any of the Restricted its Subsidiaries shall (i) default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 1,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate 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 created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness 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 (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted Subsidiaries shall (i) Any Credit Party shall default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents or Intercompany Indebtedness) in a principal amount in excess of the Dollar Equivalent of $150,000,000 75,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of the Credit Parties shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment payment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereofthereof provided that clauses (g)(ii) and (iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted Subsidiaries shall (i) Any Credit Party shall default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) in excess of $150,000,000 30,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to any such Indebtedness referred to in clause (i) of this Section 10.1(g) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness referred to in clause (i) of this Section 10.1(g) of the Credit Parties shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment payment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereof; or

Default Under Other Agreements. (a) The Parent Borrower or any of the Restricted Subsidiaries shall (i) Any Credit Party shall default in any the payment with respect to when due, whether at stated maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents or Intercompany Indebtedness) in excess of the Dollar Equivalent of $150,000,000 40,000,000 in the aggregate, for the Parent Borrower and such Restricted Subsidiaries, aggregate beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created created, or (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements)exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice of acceleration or similar notice is required), any such Indebtedness to become due or be repaid prior to its stated maturity; maturity or (biii) without limiting the provisions of clause (a) above, any such Indebtedness of the Credit Parties shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment payment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements)prepayment, prior to the stated maturity thereofthereof provided that this clause (g)(iii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or