Common use of Default Under Other Agreements Clause in Contracts

Default Under Other Agreements. (a) Any Credit Party or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the Obligations) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 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, any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party 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, prior to the stated maturity thereof; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04; or

Default Under Other Agreements. (a) Any Credit Party the Borrower or any of its the Restricted Subsidiaries shall (i) default in fail to make any payment of with respect to any Indebtedness (other than the Obligations) which default is in excess of the greater of (x) $10,000,000 81,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace (not to exceed 10 days)and following all required notices, 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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $81,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) any Indebtedness (other than without limiting the Obligations), individually in excess provisions of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii))a) above, of any Credit Party or any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $81,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value transfer of the property subject or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such Leaseconversion is not prohibited hereunder, or (z) in excess of $25,000,000 any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the case form of any one Lease or amendment) by the required holders of the applicable item of Indebtedness, in excess either case, prior to the acceleration of $50,000,000 in Loans pursuant to this Section 11; provided, further, that no ABL Financial Covenant Default shall constitute an Event of Default under this Section 11.4 until the case acceleration of all Leases and all the Indebtedness described in clause (a)(iiif any) or (b) termination of this Section 8.04commitments under the ABL Facility; or

Default Under Other Agreements. (a) Any Credit Party The Company or any of its Subsidiaries -------------------------------- Subsidiary shall (i) default in any payment of with respect to any Indebtedness for borrowed money (other than the Obligationsthis Note) which default is Indebtedness has an outstanding principal amount in excess of $10,000,000 250,000 individually or $750,000 in the aggregate for all such Indebtedness, beyond the period of grace (not to exceed 10 days)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 agreement, covenant or condition relating to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 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, any such 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) and such default shall continue for five days (or to such earlier date as the holder of any other Indebtedness shall declare the same due and payable by reason of such default; or (b) any Indebtedness (other than of the Obligations), individually Company or any Subsidiary which has an outstanding principal amount in excess of the $25,000,000, 250,000 individually or $750,000 in the aggregate for all such Indebtedness shall, in excess of $50,000,000 (when aggregated accordance with all Lease claims described in clause (c)(ii))its terms, of any Credit Party 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 required prepayment, payment prior to the stated maturity thereof; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04; or

Default Under Other Agreements. (ai) Any Credit Party or any of its Subsidiaries shall (ix) default in any payment of any Indebtedness (other than the ObligationsObligations and Non-Recourse Indebtedness) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days)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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(iiObligations and Non-Recourse Indebtedness) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, without any further notice (other than a notice of acceleration, if required) or any further lapse of time, such Indebtedness to become due prior to its stated maturity; , or (bii) any Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), Obligations and Non-Recourse Indebtedness) of any Credit Party 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, prior to the stated maturity thereof; , provided that it shall not be a Default or (c) any Credit Party or any an Event of its Subsidiaries shall default in Default under this Section 10.04 unless the observance or performance principal amount of any agreement one issue of such Indebtedness, or condition relating to any Lease if the aggregate principal amount of all such Indebtedness as described in preceding clauses (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or and (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party at least $100,000,000 (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 or, in the case of any one Lease or in excess of $50,000,000 in currencies other than Dollars, the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04Dollar Equivalent thereof); or

Default Under Other Agreements. (a) Any Credit Party or any of its Subsidiaries shall Except with respect to the Carveout Designated Properties, (i) default in The Borrower, CRT or any other Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness Debt or Guarantee (other than including amounts owing to all creditors under any combined or syndicated credit arrangement but excluding the ObligationsDebt hereunder) which default is in excess such that as a result thereof the aggregate outstanding principal amount of $10,000,000 beyond the period of grace (not such Debt or Guarantees with respect to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created a failure exists at any time shall exceed $40,000,000, or (iiB) default in the observance fails to observe or performance of perform any other agreement or condition relating to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness Debt or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, the effect of which default or other event or condition is (1) to cause, or to permit the holder or holders of such Indebtedness Debt or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, any with the giving of notice or passage of time, or both, if required, in excess of $40,000,000 in the aggregate of the outstanding principal amount of such Indebtedness Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise) at any time, or (2) an offer to repurchase, prepay, defease or redeem in excess of $40,000,000 of the outstanding principal amount of such Debt to be made at any time, prior to its stated maturity; , or (b3) any Indebtedness (other than the Obligations), individually Guarantees securing in excess of $25,000,000, 40,000,000 of the outstanding principal amount of such Debt to become payable at any time or in the aggregate (4) cash collateral in excess of $50,000,000 (when aggregated with all Lease claims described 40,000,000 in clause (c)(ii)), of any Credit Party or any of its Subsidiaries shall be declared respect thereof to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereofdemanded at any time; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the effect of such default Borrower, CRT or any Subsidiary is to give the lessor pursuant to such Lease a claim against any Credit Defaulting Party (after deducting from as defined in such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(iiSwap Contract) or (bB) of this Section 8.04; orany Termination Event (as so defined) under such Swap Contract as to which the Borrower, CRT or any other Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower, CRT or such Subsidiary as a result thereof is greater than $40,000,000 in the aggregate at any time.

Default Under Other Agreements. (ai) Any Credit Party Holdco I, Holdco II, Borrower or any of its Restricted Subsidiaries shall (i) default in the payment when due, whether at stated maturity or otherwise, of any payment of amount pursuant to any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) which default is in excess of $10,000,000 5,000,000 (or, in the case of such a default under a Hedging Agreement, $2,500,000, measured by reference to the ▇▇▇▇ to market termination value of obligations under the respective Hedging Agreement(s) at the time) in the aggregate beyond the period of grace (not to exceed 10 days)grace, if any, provided in the instrument or agreement under which such Indebtedness was created or created, (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to under any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 5,000,000 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 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) any Indebtedness (other than Indebtedness owed to the Obligations), individually Lenders under the Loan Documents) in excess of $25,000,0005,000,000 of Holdco I, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii))Holdco II, of any Credit Party Borrower or any of its Restricted Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04; or

Default Under Other Agreements. (a) Any Credit Party Holdings, the Borrower or any of its the Restricted Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) which default is in excess of the greater of (x) $10,000,000 20,000,00052,100,000 and (y) 25% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period in the aggregate, for Holdings, the Borrower and such Restricted Subsidiaries, beyond the period of grace (not to exceed 10 days)and following all required notices, 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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace periods and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $20,000,00052,100,000 and (y) 25% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or (b) any Indebtedness (other than without limiting the Obligations), individually in excess provisions of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii))a) above, of any Credit Party or any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $20,000,00052,100,000 and (y) 25% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that clauses (a) and (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (cincluding as a result of a casualty or condemnation event) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject or assets securing such Indebtedness (to the extent such Leasesale, transfer or other disposition is not prohibited under this Agreement or is otherwise reasonably expected to be permitted), (y) Indebtedness which is convertible into Equity Interests and converts to Equity Interests in excess of $25,000,000 accordance with its terms and such conversion is not prohibited hereunder, or (z) any breach or default that is (I) remedied, or being contested in good faith, by Holdings, the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the case form of any one Lease or amendment) by the required holders of the applicable item of Indebtedness, in excess either case, prior to the acceleration of $50,000,000 in Loans pursuant to this Section 11. Notwithstanding the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) foregoing provisions of this Section 8.0411.4, no breach, default or event of default under the ABL Credit Documents shall constitute an Event of Default under this Section 11.4, except (W) any event of default, giving effect to any applicable grace period, under Section 12.1 or Section 12.5 of the ABL Credit Agreement (or any successor provision thereto), (X) any event of default (except any event of default described in the immediately preceding clause (W) or under Section 11.11 of the ABL Credit Agreement (or any successor provision thereto)), giving effect to any applicable grace period, under the ABL Credit Agreement that remains unremedied and unwaived for thirty (30) consecutive days after the occurrence thereof, (Y) any acceleration of the ABL Loans or termination of the Revolving Credit Commitments (as defined in the ABL Credit Agreement) prior to the scheduled maturity thereof as a result of an event of default under the ABL Credit Documents or (Z) the exercise of any secured creditor remedy by the ABL Administrative Agent or any other agent under the ABL Credit Documents (excluding, for the avoidance of doubt, the exercise of cash dominion rights during a Cash Dominion Period under, and as defined in, the ABL Credit Agreement); or

Default Under Other Agreements. Any Loan Party or any of its ------------------------------ Subsidiaries shall default in the payment when due (awhether by scheduled maturity, required prepayment, acceleration, demand or otherwise) Any Credit of any amount owing in respect of any Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) in the aggregate principal amount of $5,000,000 or more; or any Loan Party or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the Obligations) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the performance or observance or performance of any agreement obligation or condition relating with respect to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of which default or other such default, event or condition is to cause, accelerate the maturity or cause a mandatory redemption of any such Indebtedness or to permit the holder or holders of such Indebtedness (thereof, or a any trustee or agent on behalf for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such holder Indebtedness, or holders) to cause, any such Indebtedness shall become or be declared to become be due and payable prior to its stated maturitymaturity other than as a result of a regularly scheduled payment; or (b) any such Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than by as a result of a regularly scheduled required prepayment, prior to the stated maturity thereof; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04; orpayment.

Default Under Other Agreements. (ai) Any Credit Party or any of its Subsidiaries The Company shall (iA) default in any payment of with respect to any Indebtedness indebtedness for borrowed money (other than the Obligationsthis Note) which default is indebtedness has an outstanding principal amount in excess of $5,000,000 individually or $10,000,000 in the aggregate for the Company, beyond the period of grace (not to exceed 10 days)grace, if any, provided in the instrument or agreement under which such Indebtedness indebtedness was created or (iiB) default in the observance or performance of any agreement agreement, covenant or condition relating to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 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 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 (bii) any Indebtedness (other than indebtedness of the Obligations), individually Company which has an outstanding principal amount in excess of $25,000,000, 5,000,000 individually or $10,000,000 in the aggregate for the Company shall, in excess of $50,000,000 (when aggregated accordance with all Lease claims described in clause (c)(ii))its terms, of any Credit Party 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 required prepayment, payment prior to the stated maturity thereof; (iii) the Company shall (1) fail to pay any material amount when due under the Purchase Agreement, (2) commit any other material default under the Purchase Agreement or (c3) breach in any material respect any material representation, warranty or undertaking given in respect of or on the part of the Company under the Purchase Agreement; or (iv) any Credit Party or any Event of its Subsidiaries Default shall default in occur under the observance or performance series of any agreement or condition relating to any Lease if (i) 8% unsecured promissory notes issued by the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor Company pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04Purchase Agreement; or109

Default Under Other Agreements. (a) Any Credit Party Holdings or any of its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 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, any such Indebtedness to become due prior to its stated maturity; , or to require the obligor(s) of such Indebtedness to offer to prepay, repurchase or redeem any obligations under such Indebtedness or (biii) breach, default under, fail to observe or perform, cancel or fail to renew any Indebtedness Contractual Obligation and such breach, default, cancellation or failure could (other than the Obligations), individually x) reasonably be expected to have a Material Adverse Effect or (y) result in excess liquidated damages owing by Holdings or its Subsidiaries in an aggregate amount of $25,000,00010,000,000 or more; provided that it shall not constitute an Event of Default pursuant to this Section 10.4 unless at the time of such default, defaults, events or in conditions of the aggregate in excess of $50,000,000 (when aggregated with all Lease claims type described in clause (c)(ii)), of any Credit Party 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, prior to the stated maturity thereof; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if clauses (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or and (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.0410.4 shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of which exceeds $10,000,000; provided further, that neither the occurrence of a default or event of default under the DHL Note, nor the Indebtedness owing thereunder becoming due prior to its stated maturity, shall constitute an Event of Default under this Section if, and only if (1) the Escrow Agreement is in full force and effect at the time of any such event, (2) within five (5) Business Days after receipt by any Credit Party of the DHL Prepayment Demand (as defined in the Escrow Agreement), no less than $61,000,000 is distributed to Holdings and/or ABX pursuant to the Escrow Agreement and (3) 100% of such proceeds are used to repay or prepay the DHL Note; or

Default Under Other Agreements. (a) Any Credit Party the Borrower or any of its the Restricted Subsidiaries shall (i) default in fail to make any payment of with respect to any Indebtedness (other than the ObligationsObligations under the Credit Documents) which default is in excess of the greater of (x) $10,000,000 70,000,000145,000,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace (not to exceed 10 days)and following all required notices, 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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) shall apply to any failure to make any payment in excess of the greater of (x) $70,000,000145,000,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) any Indebtedness (other than without limiting the Obligations), individually in excess provisions of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii))a) above, of any Credit Party or any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $70,000,000145,000,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value transfer of the property subject or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such Leaseconversion is not prohibited hereunder, or (z) in excess of $25,000,000 any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the case form of any one Lease or amendment) by the required holders of the applicable item of Indebtedness, in excess either case, prior to the acceleration of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of Loans pursuant to this Section 8.0411; oror 11.5

Default Under Other Agreements. (a) Any Credit Party The Borrower or any of its Subsidiaries ------------------------------ Consolidated Entities shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days)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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, cause any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations), individually in excess ) of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party Borrower or any of its Subsidiaries Consolidated Entities shall be declared to be due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; or (c) any Credit Party or any provided, that it shall not constitute an Event -------- of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor Default pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(iia) or (b) of this Section 8.048.04 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 $25,000 at any one time; or

Default Under Other Agreements. (a) Any Credit Prior to the Assumption Date, the Borrower or, after the Assumption Date, any Starwood Party or any of its Subsidiaries (each, a "Designated Party") shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days)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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 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 29 condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, cause any such Indebtedness to become due prior to its stated maturitymaturity (other than the failure to obtain the required consents under the Securitized Debt and the Hine▇ ▇▇▇und Leases); or (b) any such Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Designated Party or any of its Subsidiaries shall be declared to be due and payablepayable (other than to the extent the Designated Party promptly denies in writing to the applicable creditor the validity of such declaration and is contesting same in good faith), or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; thereof (including, without limitation, as a result of the failure to obtain the required consents under the Securitized Debt or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 daysHine▇ ▇▇▇und Leases), if any, provided in that after the Lease or (ii) the effect Assumption Date it shall not constitute an Event of such default is to give the lessor Default pursuant to such Lease a claim against any Credit Party this Section 8.04 unless the principal amount of Indebtedness referred to in clauses (after deducting from such claim the value of the property subject to such Leasea) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04above exceeds $5,000,000, individually or in the aggregate; or

Default Under Other Agreements. (ai) Any Credit Party or any of its Subsidiaries shall (ix) default in any payment of any Indebtedness (other than the ObligationsObligations and Non-Recourse Indebtedness) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days)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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(iiObligations and Non-Recourse Indebtedness) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, without any further notice (other than a notice of acceleration, if required) or any further lapse of time, such Indebtedness to become due prior to its stated maturity; , or (bii) any Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), Obligations and Non-Recourse Indebtedness) of any Credit Party 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, prior to the stated maturity thereof; , provided that it shall not be a Default or (c) any Credit Party or any an Event of its Subsidiaries shall default in Default under this Section 10.04 unless the observance or performance principal amount of any agreement one issue of such Indebtedness, or condition relating to any Lease if the aggregate principal amount of all such Indebtedness as described in preceding clauses (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or and (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party at least $100,000,000 (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 or, in the case of any one Lease or in excess of $50,000,000 in currencies other than Dollars, the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04Dollar equivalent thereof); or

Default Under Other Agreements. (a) Any Credit Loan Party or any of its Subsidiaries shall (i) default in any the payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any amount owing in respect of the Convertible Subordinated Notes or any other Indebtedness of such Loan Party or any of its Subsidiaries (other than the Obligations) which default is in excess the aggregate principal amount of $10,000,000 beyond the period 5,000,000 or more; or any Loan Party or any of grace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) its Subsidiaries shall default in the performance or observance or performance of any agreement obligation or condition relating with respect to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, if the effect of which default or other such default, event or condition is to cause, accelerate the maturity or cause a mandatory redemption of any such Indebtedness or to permit the holder or holders of such Indebtedness (thereof, or a any trustee or agent on behalf for such holders, to accelerate the maturity or require a redemption or other repurchase thereof of any such holder Indebtedness, or holders) to cause, any such Indebtedness shall become or be declared to become be due and payable prior to its stated maturitymaturity other than as a result of a regularly scheduled payment; or (b) any such Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid prepaid, redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to its stated maturity other than by as a result of a regularly scheduled required prepayment, prior to the stated maturity thereof; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04; orpayment.

Default Under Other Agreements. (a) Any Credit Party the Borrower or any of its the Restricted Subsidiaries shall (i) default in fail to make any payment of with respect to any Indebtedness (other than the Obligations) which default is in excess of the greater of (x) $10,000,000 81,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in the aggregate, for the Borrower and such Restricted Subsidiaries, beyond the period of grace (not to exceed 10 days)and following all required notices, 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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existexist (after giving effect to all applicable grace period and delivery of all required notices) (other than, with respect to Indebtedness consisting of any Hedge Agreements, termination events or equivalent events pursuant to the terms of such Hedge Agreements (it being understood that clause (i) shall apply to any failure to make any payment in excess of the greater of (x) $81,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or similar event and that is not otherwise being contested in good faith)), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (a) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement), or (b) any Indebtedness (other than without limiting the Obligations), individually in excess provisions of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii))a) above, of any Credit Party or any of its Subsidiaries such Indebtedness shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (and, with respect to Indebtedness consisting of any Hedge Agreements, other than due to a termination event or equivalent event pursuant to the terms of such Hedge Agreements (it being understood that clause (a)(i) above shall apply to any failure to make any payment in excess of the greater of (x) $81,600,000 and (y) 17% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) that is required as a result of any such termination or equivalent event and that is not otherwise being contested in good faith)), prior to the stated maturity thereof; provided that this clause (b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value transfer of the property subject or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, (y) Indebtedness which is convertible into Qualified Stock and converts to Qualified Stock in accordance with its terms and such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) conversion is not prohibited hereunder, or (bz) of this Section 8.04; orany breach or default that is (I) remedied by the Borrower or the applicable Restricted -144- US-DOCS\118329784.▇▇▇▇▇▇▇▇▇▇.6

Default Under Other Agreements. (ai) Any Credit Party Holdco I, Holdco II, any Borrower or any of its Restricted Subsidiaries shall (i) default in the payment when due, whether at stated maturity or otherwise, of any payment of amount pursuant to any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) which default is in excess of $10,000,000 5,000,000 (or in the case of such a default under a Hedging Agreement, $2,500,000 measured by reference to the ▇▇▇▇ to market termination value of obligations under the respective Hedging Agreement(s) at the time) in the aggregate beyond the period of grace (not to exceed 10 days)grace, if any, provided in the instrument or agreement under which such Indebtedness was created or created, (ii) a default shall occur in the performance or observance or performance of any agreement or condition relating to under any Indebtedness (other than Indebtedness owed to the ObligationsLenders under the Loan Documents) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 5,000,000 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 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) any Indebtedness (other than Indebtedness owed to the Obligations), individually Lenders under the Loan Documents) in excess of $25,000,0005,000,000 of Holdco I, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii))Holdco II, of any Credit Party Borrower or any of its Restricted Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment (other than with proceeds of the event giving rise to such prepayment), prior to the stated maturity thereof; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04; or

Default Under Other Agreements. (a) Any Credit Party or any of its Subsidiaries shall (i) default in any payment of any Indebtedness (other than the Obligations) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 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, any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party 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, prior to the stated maturity thereof; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.049.04; or

Default Under Other Agreements. (ai) Any Credit Failure of any Loan Party or any of its their respective Subsidiaries shall (i) default in to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of any one or more items of Material Indebtedness (other than the ObligationsMaterial Indebtedness referred to in Section 8.01(a)) which default is in excess of $10,000,000 an individual principal amount (or Net ▇▇▇▇-to-Market Exposure), in each case beyond the period of grace (not to exceed 10 days)period, if any, provided in the instrument or agreement under which such Indebtedness was created or therefor; (ii) breach or default by any Loan Party with respect to any other material term of (A) one or more items of Material Indebtedness in the observance individual or performance of any agreement aggregate principal amounts (or condition relating Net ▇▇▇▇-to-Market Exposure) referred to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(iii) above or contained (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Material Indebtedness, in any instrument or agreement evidencingeach case beyond the grace period, securing or relating theretoif any, or any other event shall occur or condition existprovided therefor, if the effect of which such breach or default or other event or condition is to cause, or to permit the holder or holders of such that Material Indebtedness (or a trustee or agent on behalf of such holder or holders) ), to cause, any such that Material Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity; maturity or (b) any Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party 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, prior to the stated maturity thereof; of any underlying obligation, as the case may be or (ciii) breach or default by any Credit Loan Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment material term of the EIB Facility, in excess of $10,000,000 each case beyond the period of grace (not to exceed 10 days)period, if any, provided in the Lease or (ii) therefor, if the effect of such breach or default is to give cause the lessor pursuant EIB Facility to such Lease become due and payable (whether as a claim against any Credit Party (after deducting from such claim the value result of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease acceleration thereof or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(iiotherwise) or (b) of this Section 8.04if the EIB is otherwise permitted to exercise remedies against its collateral at such time; or

Default Under Other Agreements. (a) Any Credit Party The Borrower or any of its ------------------------------ Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) which , any non-recourse Indebtedness and/or the Specified Obligations), and such default is in excess of $10,000,000 beyond shall continue after the period of applicable grace (not to exceed 10 days)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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 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, cause any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness (other than of the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party 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 prepaymentprepayment or redemption, prior to the stated maturity thereof; or (c) any Credit Party or any provided that it shall not constitute an Event of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor Default -------- pursuant to such Lease a claim against any Credit Party (after deducting from such claim this Section 9.04 unless the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case aggregate amount of all Leases Indebtedness referred to in clauses (a) and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04above exceeds $10,000,000 at any one time; or

Default Under Other Agreements. (a) Any Credit Party The Borrower or any of ------------------------------ its Subsidiaries shall (i) default in any payment of with respect to any Indebtedness (other than the Obligations) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days)grace, if any, provided in the instrument or agreement agree ment under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument instru ment 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 causecause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations), individually in excess ) of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party 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 prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that consti tutes an Event of Default), prior to the stated maturity thereof; or (c) any Credit Party or any provided, that it shall not constitute an Event of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor Default pursuant to such Lease a claim against any Credit Party clause -------- (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(iia) or (b) of this Section 8.0410.04 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 $4,500,000 at any one time; or

Default Under Other Agreements. (a) Any Credit Party Holdings or any of its ------------------------------ Subsidiaries shall (i) default in any payment of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 10.01) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), 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 Indebtedness (other than the Obligations) if such Indebtedness is referred to in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(iiSection 10.01) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to causecause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity and such default shall not have been cured or waived, or (biii) any Indebtedness (other than the Obligations), individually Indebtedness referred to in excess Section 10.01) of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party 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, prior to the stated maturity thereof; or (c) any Credit Party or any provided that it shall not constitute an -------- Event of its Subsidiaries shall default Default pursuant to this Section 10.04 unless the aggregate amount of all Indebtedness referred to in the observance or performance of any agreement or condition relating to any Lease if preceding clauses (i) the default is with respect to any payment in excess of through (iii) above exceeds $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of 250,000 at any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04time; or

Default Under Other Agreements. (a) Any Credit Party or any of its Subsidiaries shall If there is a (i) default in any the payment of any Indebtedness (other than the ObligationsRevolving Loans or any Letters of Credit) the aggregate principal amount of which default is in excess of $10,000,000 50,000,000 beyond the period of grace (not to exceed 10 days), 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 other agreement or condition relating to any Indebtedness (other than the ObligationsRevolving Loans or any LC Obligation) if such Indebtedness the aggregate principal amount of which is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating thereto, 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, any cause such Indebtedness in an aggregate principal amount greater than $50,000,000 to become due prior to its stated maturity; or maturity (any applicable grace period having expired) and (b) if there occurs under any Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party 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, prior to the stated maturity thereof; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if Hedge Agreement an early termination date resulting from (i) any default or event of default under such Hedge Agreement as to which any Loan Party is the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease defaulting party or (ii) any termination event under such Hedge Agreement as to which any Loan Party is an affected party and, in either event, the effect of hedge termination value owed by such default Loan Party as a result thereof is greater than $50,000,000; 8.7 Representations, etc. If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered in writing to give Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value text thereof) as of the property subject to such Lease) in excess date of $25,000,000 in the case of any one Lease issuance or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) making or (b) of this Section 8.04deemed making thereof; or8.8

Default Under Other Agreements. (ai) Any Credit Party Aleris or any of its Subsidiaries shall (ix) default in any payment of any Indebtedness (other than the ABL Obligations) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days)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 Indebtedness (other than the ABL Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 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 causecause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or , (bii) any Indebtedness (other than the ABL Obligations), individually in excess ) of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party Aleris 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, 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 $20,000,000, or (ciii) there occurs under any Interest Rate Protection Agreement or Other Hedging Agreement an Early Termination Date (as defined in such agreement) resulting from (A) any event of default under such Interest Rate Protection Agreement or Other Hedging Agreement as to which any Credit Party is the Defaulting Party (as defined in such Interest Rate Protection Agreement or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (iOther Hedging Agreement) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (iiB) the effect of such default is any Termination Event (as so defined) as to give the lessor pursuant to such Lease a claim against which any Credit Party is an Affected Party (after deducting from such claim as so defined), and, in either event, the termination value of the property subject to such Lease) in excess of owed by a Credit Party as a result thereof is greater than $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.0420,000,000; or

Default Under Other Agreements. (ai) Any Credit Party The Company, any Guarantor or any of its their respective Subsidiaries shall fail (iA) default in to make any payment of any principal of, or interest or premium on, any Indebtedness (other than in respect of the ObligationsLoan) which default is in excess having an aggregate principal amount (including undrawn committed or available amounts) of more than $10,000,000 beyond 100,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the period of applicable notice or grace (not to exceed 10 days)period, if any, provided specified in the agreement or instrument or agreement under which relating to such Indebtedness was created as of the date of such failure; or (iiB) default in the observance to perform or performance of observe any term, covenant or condition on its part to be performed or observed under any agreement or condition instrument relating to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness Indebtedness, when required to be performed or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating theretoobserved, or any other event shall occur or condition existshall exist under any such agreement or instrument, and such failure, event or condition shall continue after the applicable, notice or grace period, if any, specified in such agreement or instrument, if the effect of which default or other such failure, event or condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Indebtedness Indebtedness; (or a trustee or agent on behalf of such holder or holdersii) to cause, any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party 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), prior to the stated maturity thereof; or (ciii) there is a default under any Credit Party Material Contract and such default results in the right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of the Company’s, any Guarantor’s or any of its Subsidiaries shall default in the observance their respective Subsidiaries’ obligations thereunder, to terminate, cancel or performance of any agreement amend such Material Contract, or condition relating to any Lease if (i) the default is with respect refuse to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of renew such default is to give the lessor Material Contract pursuant to such Lease a claim against an automatic renewal right therein, or any Credit Party (after deducting from such claim Material Contract terminates other than in accordance with its terms or with the value approval of the property subject to such Lease) in excess Board of $25,000,000 in Directors of the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04; orCompany.

Default Under Other Agreements. (ai) Any Credit Party or any of its Subsidiaries The Company shall (iA) default in any payment of with respect to any Indebtedness indebtedness for borrowed money (other than the Obligationsthis Note) which default is indebtedness has an outstanding principal amount in excess of $5,000,000 individually or $10,000,000 in the aggregate for the Company, beyond the period of grace (not to exceed 10 days)grace, if any, provided in the instrument or agreement under which such Indebtedness indebtedness was created or (iiB) default in the observance or performance of any agreement agreement, covenant or condition relating to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 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 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 (bii) any Indebtedness (other than indebtedness of the Obligations), individually Company which has an outstanding principal amount in excess of $25,000,000, 5,000,000 individually or $10,000,000 in the aggregate for the Company shall, in excess of $50,000,000 (when aggregated accordance with all Lease claims described in clause (c)(ii))its terms, of any Credit Party 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 required prepayment, payment prior to the stated maturity thereof; or (ciii) the Company shall (1) fail to pay any material amount when due under the Purchase Agreement, (2) commit any other material default under the Purchase Agreement or (3) breach in any material respect any material representation, warranty or undertaking given in respect of or on the part of the Company under the Purchase Agreement; or (iv) any Credit Party or any Event of its Subsidiaries Default shall default in occur under the observance or performance series of any agreement or condition relating to any Lease if (i) 7% convertible promissory notes issued by the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor Company pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04Purchase Agreement; or

Default Under Other Agreements. (a) Any Credit Party or any of its Subsidiaries shall If there is a (i) default in any the payment of any Indebtedness (other than the ObligationsRevolving Loans or any LC Obligation) the aggregate principal amount of which default is in excess of $10,000,000 50,000,000 beyond the period of grace (not to exceed 10 days), 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 other agreement or condition relating to any Indebtedness (other than the ObligationsRevolving Loans or any LC Obligation) if such Indebtedness the aggregate principal amount of which is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating thereto, 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, any cause such Indebtedness in an aggregate principal amount greater than $50,000,000 to become due prior to its stated maturity; or maturity (any applicable grace period having expired) and (b) if there occurs under any Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party 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, prior to the stated maturity thereof; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if Hedge Agreement an early termination date resulting from (i) any default or event of default under such Hedge Agreement as to which any Loan Party is the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease defaulting party or (ii) any termination event under such Hedge Agreement as to which any Loan Party is an affected party and, in either event, the effect of Hedge Termination Value owed by such default Loan Party as a result thereof is greater than $50,000,000; 8.7 Representations, etc. If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered in writing to give Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value text thereof) as of the property subject to such Lease) in excess date of $25,000,000 in the case of any one Lease issuance or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) making or (b) of this Section 8.04deemed making thereof; or8.8

Default Under Other Agreements. (a) Any Credit Party or any of its Subsidiaries shall (i) default in The Borrower, CRT or any other Loan Party (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness Debt or Guarantee (other than including amounts owing to all creditors under any combined or syndicated credit arrangement but excluding the ObligationsDebt hereunder) which default is in excess such that as a result thereof the aggregate outstanding principal amount of $10,000,000 beyond the period of grace (not such Debt or Guarantees with respect to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created a failure exists at any time shall exceed $40,000,000, or (iiB) default in the observance fails to observe or performance of perform any other agreement or condition relating to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness Debt or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, the effect of which default or other event or condition is (1) to cause, or to permit the holder or holders of such Indebtedness Debt or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, any with the giving of notice or passage of time, or both, if required, in excess of $40,000,000 in the aggregate of the outstanding principal amount of such Indebtedness Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise) at any time, or (2) an offer to repurchase, prepay, defease or redeem in excess of $40,000,000 of the outstanding principal amount of such Debt to be made at any time, prior to its stated maturity; , or (b3) any Indebtedness (other than the Obligations), individually Guarantees securing in excess of $25,000,000, 40,000,000 of the outstanding principal amount of such Debt to become payable at any time or in the aggregate (4) cash collateral in excess of $50,000,000 (when aggregated with all Lease claims described 40,000,000 in clause (c)(ii)), of any Credit Party or any of its Subsidiaries shall be declared respect thereof to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereofdemanded at any time; or (c) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the effect of such default Borrower, CRT or any Loan Party is to give the lessor pursuant to such Lease a claim against any Credit Defaulting Party (after deducting from as defined in such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(iiSwap Contract) or (bB) of this Section 8.04; orany Termination Event (as so defined) under such Swap Contract as to which the Borrower, CRT or any other Loan Party is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower, CRT or such Loan Party as a result thereof is greater than $40,000,000 in the aggregate at any time.

Default Under Other Agreements. (ai) Any Credit Party or any of its their Subsidiaries shall (ix) default in any payment of any Indebtedness (other than the ObligationsObligations and Non-Recourse Indebtedness) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days)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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(iiObligations and Non-Recourse Indebtedness) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, without any further notice (other than a notice of acceleration, if required) or any further lapse of time, such Indebtedness to become due prior to its stated maturity; , or (bii) any Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), Obligations and Non-Recourse Indebtedness) of any Credit Party or any of its their Subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; , PROVIDED that it shall not be a Default or (c) any Credit Party or any an Event of its Subsidiaries shall default in Default under this Section 10.04 unless the observance or performance principal amount of any agreement one issue of such Indebtedness, or condition relating to any Lease if the aggregate principal amount of all such Indebtedness as described in preceding clauses (i) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or and (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party at least $100,000,000 (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 or, in the case of any one Lease or in excess of $50,000,000 in currencies other than Dollars, the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04Dollar Equivalent thereof); or

Default Under Other Agreements. (ai) Any Credit Party Aleris or any of its Subsidiaries shall (ix) default in any payment of any Indebtedness (other than the Obligations) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days)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 Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, cause any such Indebtedness to become due prior to its stated maturity; or , (bii) any Indebtedness (other than the Obligations), individually in excess ) of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party Aleris 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, 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 (ciii) there occurs under any Interest Rate Agreement or Other Hedging Agreement an Early Termination Date (as defined in such agreement) resulting from (A) any event of default under such Interest Rate Agreement or Other Hedging Agreement as to which any Credit Party is the Defaulting Party (as defined in such Interest Rate Agreement or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (iOther Hedging Agreement) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (iiB) the effect of such default is any Termination Event (as so defined) as to give the lessor pursuant to such Lease a claim against which any Credit Party is an Affected Party (after deducting from such claim as so defined), and, in either event, the termination value of the property subject to such Lease) in excess of owed by a Credit Party as a result thereof is greater than $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.0420,000,000; or

Default Under Other Agreements. (ai) Any Credit Party Aleris or any of its Subsidiaries shall (ix) default in any payment of any Indebtedness (other than the Term Obligations) which default is in excess of $10,000,000 beyond the period of grace (not to exceed 10 days)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 Indebtedness (other than the Term Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) 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 causecause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or , (bii) any Indebtedness (other than the Term Obligations), individually in excess ) of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party Aleris 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, 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 (ciii) there occurs under any Interest Rate Protection Agreement or Other Hedging Agreement an Early Termination Date (as defined in such agreement) resulting from (A) any event of default under such Interest Rate Protection Agreement or Other Hedging Agreement as to which any Credit Party is the Defaulting Party (as defined in such Interest Rate Protection Agreement or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any Lease if (iOther Hedging Agreement) the default is with respect to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (iiB) the effect of such default is any Termination Event (as so defined) as to give the lessor pursuant to such Lease a claim against which any Credit Party is an Affected Party (after deducting from such claim as so defined), and, in either event, the termination value of the property subject to such Lease) in excess of owed by a Credit Party as a result thereof is greater than $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.0420,000,000; or

Default Under Other Agreements. (ai) Any Credit Party The Company, any Guarantor or any of its their respective Subsidiaries shall fail (iA) default in to make any payment of any principal of, or interest or premium on, any Indebtedness (other than in respect of the ObligationsLoan) which default is in excess having an aggregate principal amount (including undrawn committed or available amounts) of more than $10,000,000 beyond 100,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the period of applicable notice or grace (not to exceed 10 days)period, if any, provided specified in the agreement or instrument or agreement under which relating to such Indebtedness was created as of the date of such failure; or (iiB) default in the observance to perform or performance of observe any term, covenant or condition on its part to be performed or observed under any agreement or condition instrument relating to any Indebtedness (other than the Obligations) if such Indebtedness is in excess of $25,000,000 in the case of any one issue of Indebtedness Indebtedness, when required to be performed or in excess of $50,000,000 in the case of all such Indebtedness when aggregated with all Lease claims described in clause (c)(ii) or contained in any instrument or agreement evidencing, securing or relating theretoobserved, or any other event shall occur or condition existshall exist under any such agreement or instrument, and such failure, event or condition shall continue after the applicable, notice or grace period, if any, specified in such agreement or instrument, if the effect of which default or other such failure, event or condition is to causeaccelerate, or to permit the holder or holders acceleration of, the maturity of such Indebtedness Indebtedness; (or a trustee or agent on behalf of such holder or holdersii) to cause, any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations), individually in excess of $25,000,000, or in the aggregate in excess of $50,000,000 (when aggregated with all Lease claims described in clause (c)(ii)), of any Credit Party 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), prior to the stated maturity thereof; or (ciii) there is a default under any Credit Party Material Contract and such default results in the right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of the Company's, any Guarantor's or any of its Subsidiaries shall default in the observance their respective Subsidiaries' obligations thereunder, to terminate, cancel or performance of any agreement amend such Material Contract, or condition relating to any Lease if (i) the default is with respect refuse to any payment in excess of $10,000,000 beyond the period of grace (not to exceed 10 days), if any, provided in the Lease or (ii) the effect of such default is to give the lessor pursuant to such Lease a claim against any Credit Party (after deducting from such claim the value of the property subject to such Lease) in excess of $25,000,000 in the case of any one Lease or in excess of $50,000,000 in the case of all Leases and all Indebtedness described in clause (a)(ii) or (b) of this Section 8.04; orrenew such