Common use of Default Under Other Indebtedness Clause in Contracts

Default Under Other Indebtedness. The occurrence of a default by Borrower or any Guarantor or any affiliate or subsidiary of Borrower or any Guarantor with respect to any other indebtedness, whether as a borrower or a guarantor thereunder, under any agreement with any lender, including without limitation, Lender, or any Disqualified Equity Interests of Borrower, any Guarantor or any of their respective subsidiaries shall be payable or otherwise be required to be paid (if the required payments exceed in the aggregate $500,000) or an event of default (if the outstanding amount of such Disqualified Equity Interests exceeds $500,000) thereunder shall occur. As used herein, the term “Disqualified Equity Interests” means any equity interest that, by its terms (or by the terms of any security or other equity interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loan), (ii) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments of dividends in cash, or (iv) is or becomes convertible into or exchangeable for indebtedness or any other equity interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the latest maturity date of the Loan; and the term “Qualified Equity Interests” means any equity interests issued by Holdings (and not by any of its subsidiaries) that is not a Disqualified Equity Interest.

Default Under Other Indebtedness. The occurrence beyond the period of a grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (y) default by Borrower in the observance or performance of any agreement or condition relating to any Indebtedness (other than the Guaranteed Obligations and any Indebtedness arising under or in connection with the Caterair Holdings Secured Note but only to the extent that there is sufficient cash collateral to satisfy in full all obligations in respect of the Caterair Holdings Secured Note) or contained in any instrument or agreement evidencing, securing or relating thereto or any Guarantor other event shall occur or any affiliate condition exist, the effect of which default or subsidiary other event or condition is to cause, or would permit the holder or holders of Borrower or any Guarantor with respect to any other indebtedness, whether as a borrower such Indebtedness (or a guarantor thereundertrustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), under any agreement with any lender, including without limitation, Lendersuch Indebtedness to become due prior to its stated maturity, or (ii) any Disqualified Equity Interests Indebtedness (other than the Guaranteed Obligations and any Indebtedness arising under or in connection with the Caterair Holdings Secured Note but only to the extent that there is sufficient cash collateral to satisfy in full all obligations in respect of Borrowerthe Caterair Holdings Secured Note) of the Guarantor, any Guarantor Caterair Holdings or any of their respective subsidiaries the Designated Onex Sub shall be payable declared to be due and payable, or otherwise be required to be paid 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 OFSI Event of Default under this clause (if the required payments exceed in C) unless the aggregate $500,000) or an event of default (if the outstanding principal amount of such Disqualified Equity Interests exceeds $500,000) thereunder shall occur. As used herein, the term “Disqualified Equity Interests” means any equity interest that, by its terms (or by the terms of any security or other equity interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition all Indebtedness as described in preceding clauses (i) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loan), and (ii) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments of dividends in cash, or (iv) is or becomes convertible into or exchangeable for indebtedness or any other equity interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the latest maturity date of the Loanleast $15,000,000; and the term “Qualified Equity Interests” means any equity interests issued by Holdings (and not by any of its subsidiaries) that is not a Disqualified Equity Interest.or

Default Under Other Indebtedness. The occurrence (i) Failure of a any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of (A) the ABL Loan Documents, (B) the Senior Unsecured Notes Indenture or (C) one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $50,000,000 or more, in each case beyond the originally specified grace period, if any, provided therefor; or (ii) breach or default by Borrower any Credit Party or any Guarantor or any affiliate or subsidiary of Borrower or any Guarantor their respective Subsidiaries with respect to any other indebtedness, whether as a borrower or a guarantor thereunder, under any agreement with any lender, including without limitation, Lendermaterial term of, or the occurrence of any Disqualified Equity Interests other event or condition in respect of, (1) one or more items of BorrowerIndebtedness referred to in clause (i) above or (2) any loan agreement, any Guarantor mortgage, indenture or any other agreement relating to such item(s) of their respective subsidiaries shall be payable Indebtedness (other than, with respect to Indebtedness consisting of hedging obligations, termination events or otherwise be required equivalent events pursuant to be paid (if the required payments exceed in the aggregate $500,000) or an event of default (if the outstanding amount of such Disqualified Equity Interests exceeds $500,000) thereunder shall occur. As used herein, the term “Disqualified Equity Interests” means any equity interest that, by its terms (or by the terms of any security or other equity interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except such hedging obligations and not as a result of a change of control any default thereunder by the Borrower, or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control Subsidiary Guarantor or asset sale event shall be subject to the prior repayment in full of the Loan), (ii) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interestsany Restricted Subsidiary), in whole each case beyond the originally specified grace period, if any, provided therefor, if the effect of such breach, default, event or in part, (iii) provides for the scheduled payments of dividends in cashcondition is to cause, or to permit the holder or holders of that Indebtedness (ivor a trustee on behalf of such holder or holders) is to cause, that Indebtedness to become or becomes convertible into be declared due and payable or exchangeable for indebtedness to require the prepayment, purchase, redemption or any other equity interests that would constitute Disqualified Equity Interests, in each casedefeasance thereof, prior to its stated maturity or the date that is 180 days after stated maturity of any underlying obligation, as the latest maturity date of the Loancase may be; and the term “Qualified Equity Interests” means any equity interests issued by Holdings (and not by any of its subsidiaries) that is not a Disqualified Equity Interest.or

Default Under Other Indebtedness. The occurrence Any member of a default by the Borrower Group (i) shall fail to pay when due any principal of or interest on or any Guarantor other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 7.1) in an individual or aggregate principal amount of $2,500,000 or more beyond the end of any affiliate grace period provided therefor; or subsidiary of Borrower (ii) shall breach or any Guarantor default in its obligations with respect to any other indebtednessmaterial term of (a) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (b) any loan agreement, whether as a borrower mortgage, indenture or other agreement relating to such item(s) of Indebtedness, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a guarantor thereundertrustee or agent on behalf of such holder or holders) to cause, under that Indebtedness to become or be declared due and payable prior to its stated maturity or the stated maturity of any agreement with any lenderunderlying obligation, including without limitationas the case may be (upon the giving or receiving of notice, Lenderlapse of time, both, or otherwise); provided, however, that, with respect to any Disqualified Equity Interests Event of Borrower, any Guarantor or any of their respective subsidiaries shall be payable or otherwise be required to be paid Default arising under clause (if the required payments exceed in the aggregate $500,000i) or (ii) of this Section 7.2 solely by virtue of an event of default that occurs under the First Lien Credit Agreement, (x) such event of default under the First Lien Credit Agreement will only be an Event of Default under this Section 7.2 if the outstanding amount of such Disqualified Equity Interests exceeds $500,000) thereunder shall occur. As used herein, the term “Disqualified Equity Interests” means any equity interest that, by its terms (or by the terms of any security or other equity interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant First Lien Obligations are declared to a sinking fund obligation or otherwise (except be due and payable prior to their stated maturity as a result of such event of default under the First Lien Credit Agreement, and (y) the Event of Default that results under this Section 7.2 as a change result of control or asset sale so long any such declaration under the First Lien Credit Agreement will be automatically waived if and as any rights of the holders thereof upon time that declaration of acceleration is rescinded or waived under the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loan), (ii) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments of dividends in cash, or (iv) is or becomes convertible into or exchangeable for indebtedness or any other equity interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the latest maturity date of the LoanFirst Lien Credit Agreement; and the term “Qualified Equity Interests” means any equity interests issued by Holdings (and not by any of its subsidiaries) that is not a Disqualified Equity Interest.or

Default Under Other Indebtedness. The occurrence (i) Failure of a any Credit Party to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness beyond the grace period, if any, provided therefor, (ii) breach or default by Borrower or any Guarantor or any affiliate or subsidiary of Borrower or any Guarantor Credit Party with respect to one or more items of Indebtedness, without cure or waiver within the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or permit the holder or holders of such Indebtedness (or a trustee on behalf of such holder or holders) to cause, such Indebtedness to be declared or otherwise become due and payable (or redeemable) prior to its scheduled maturity or the stated maturity of any other indebtedness, whether underlying obligation or (iii) any creditor of any Credit Party declares any Indebtedness of any Credit Party due and payable prior to its scheduled maturity as a borrower or a guarantor thereunder, under any agreement with any lender, including without limitation, Lender, or any Disqualified Equity Interests result of Borrower, any Guarantor or any of their respective subsidiaries shall be payable or otherwise be required to be paid (if the required payments exceed in the aggregate $500,000) or an event of default (however described); provided, however, that (A) no Event of Default shall occur under this Section 8.1(e) if the outstanding amount of such Disqualified Equity Interests exceeds $500,000) thereunder shall occur. As used herein, the term “Disqualified Equity Interests” means any equity interest that, by its terms (or by the terms of any security or other equity interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition aggregate amounts payable under subsections (i) matures to (iii) above is less than $500,000 (or is mandatorily redeemable its equivalent in any other currency or currencies) and (other than B) the asserted failure of, breach or default by the Borrower under, or declaration by UBS AG under, the UBS Loan solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights the lending value of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject $25 million unsecured principal protected note due January 30, 2009 issued by ▇▇▇▇▇▇ Brothers Holdings Inc. to the prior repayment in full of the Loan)Borrower, (ii) which is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (iii) provides pledged as collateral for the scheduled payments UBS Loan, falling (or being asserted to fall) below the lending value required by UBS AG shall not be an Event of dividends in cash, or (iv) is or becomes convertible into or exchangeable for indebtedness or any other equity interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the latest maturity date of the Loan; and the term “Qualified Equity Interests” means any equity interests issued by Holdings (and not by any of its subsidiaries) that is not a Disqualified Equity Interest.Default under this Section 8.1(e);

Default Under Other Indebtedness. The occurrence (i) Failure of a any Credit Party or any of their respective Subsidiaries to pay when due any principal of or interest on or any other amount, including any payment in settlement, payable in respect of (A) the ABL Loan Documents, (B) the Senior Unsecured Notes Indenture or (C) one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) with an aggregate principal amount (or Net ▇▇▇▇-to-Market Exposure) of $50,000,000 or more, in each case beyond the originally specified grace period, if any, provided therefor; or (ii) breach or default by Borrower any Credit Party or any Guarantor or any affiliate or subsidiary of Borrower or any Guarantor their respective Subsidiaries with respect to any other indebtedness, whether as a borrower or a guarantor thereunder, under any agreement with any lender, including without limitation, Lendermaterial term of, or the occurrence of any Disqualified Equity Interests other event or condition in respect of, (1) one or more items of BorrowerIndebtedness referred to in clause (i) above or (2) any loan agreement, any Guarantor mortgage, indenture or any other agreement relating to such item(s) of their respective subsidiaries shall be payable Indebtedness (other than, with respect to Indebtedness consisting of hedging obligations, termination events or otherwise be required equivalent events pursuant to be paid (if the required payments exceed in the aggregate $500,000) or an event of default (if the outstanding amount of such Disqualified Equity Interests exceeds $500,000) thereunder shall occur. As used herein, the term “Disqualified Equity Interests” means any equity interest that, by its terms (or by the terms of any security or other equity interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except such hedging obligations and not as a result of a change of control any default thereunder by theany Borrower, or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control Subsidiary Guarantor or asset sale event shall be subject to the prior repayment in full of the Loan), (ii) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interestsany Restricted Subsidiary), in whole each case beyond the originally specified grace period, if any, provided therefor, if the effect of such breach, default, event or in part, (iii) provides for the scheduled payments of dividends in cashcondition is to cause, or to permit the holder or holders of that Indebtedness (ivor a trustee on behalf of such holder or holders) is to cause, that Indebtedness to become or becomes convertible into be declared due and payable or exchangeable for indebtedness to require the prepayment, purchase, redemption or any other equity interests that would constitute Disqualified Equity Interests, in each casedefeasance thereof, prior to its stated maturity or the date that is 180 days after stated maturity of any underlying obligation, as the latest maturity date of the Loancase may be; and the term “Qualified Equity Interests” means any equity interests issued by Holdings (and not by any of its subsidiaries) that is not a Disqualified Equity Interest.or