Common use of Default in Other Agreements Clause in Contracts

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Contin gent Obligations with an aggregate principal amount of $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(sObliga tion(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligationobliga tion, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company any Abitibi Entity or any of its their respective Subsidiaries to pay when due (a) any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in subsection 8.1Section 8.1(a)) in an individual principal amount (or Net Xxxx-to-Market Exposure) of $2,500,000 50,000,000 or more or any items of Indebtedness with an aggregate principal amount (or Net Xxxx-to-Market Exposure) of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 50,000,000 or more, in each case beyond the end of any grace period period, if any, provided therefor; or (ii) breach or default by Company or any of its Subsidiaries Abitibi Entity with respect to any other material term of (a1) any evidence of any Indebtedness in an individual principal amount of $2,500,000 one or more or any items of Indebtedness with an in the individual or aggregate principal amount of $5,000,000 amounts (or more or any Contingent Obligation Net Xxxx-to-Market Exposure) referred to in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more clause (i) above or (b2) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s)item(s) of Indebtedness, in each case beyond the grace period, if in any case under this clause (ii) any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) ), to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon or, in the giving or receiving case of noticethe ACSC Securitization, lapse of time, bothterminate, or otherwisepermit the termination of, the ACSC Securitization by any purchaser or lender thereunder prior to the scheduled termination date thereof); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 1,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 2,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 1,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 2,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 1,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 2,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 1,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 2,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company ChipPAC or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 7,500,000 or more more, in each case beyond the end of any grace period provided therefor; or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 7,500,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company ChipPAC or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 7,500,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 7,500,000 or more more, in each case beyond the end of any grace period provided thereof; or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), or the occurrence of any other event, condition or circumstance in respect of any such Indebtedness or Contingent Obligations if in any case under this clause (ii) the effect of such breach or default or event, condition or circumstance is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company Holdings or any of its Subsidiaries to pay when due (a) any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 or more or any items of Indebtedness with Contingent Obligations having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit agreement) of more than $5,000,000 1,000,000 individually or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or morein the aggregate, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company Holdings or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 one or more or any items of Indebtedness with an or Contingent Obligations in the individual or aggregate principal amount of $5,000,000 or more or any Contingent Obligation amounts referred to in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more clause (i) above or (b) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company any of Holdings or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company any of Holdings or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.17.1) in an individual principal amount of $2,500,000 3,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 6,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 3,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 6,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 3,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 6,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 3,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 6,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. Except, in each case, as disclosed in writing to the Lender or as otherwise disclosed in the Company's securities law filings (in each case on or prior to the Closing Date): (i) Failure of the Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 100,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 250,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 100,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 250,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by the Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 100,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 250,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 100,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 250,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), or the occurrence of any other event, condition or circumstance in respect of any such Indebtedness or Contingent Obligations if in any case under this clause (ii) the effect of such breach or default or event, condition or circumstance is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 1,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 2,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 1,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 2,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 1,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 2,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 1,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 2,000,000 or more or (b) any 117 loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company Borrower or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection Section 8.1) in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company Borrower or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s)Obligations, if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) Obligations (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) Obligations to become or be declared due and payable prior to its stated maturity or the stated maturity of or any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries Credit Party to pay when due (including any applicable grace period) (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of Five Million Dollars ($2,500,000 5,000,000) or more or any items of Indebtedness with an aggregate principal amount of Five Million Dollars ($5,000,000 5,000,000) or more or (b) any Contingent Obligation in an individual principal amount of Five Million Dollars ($2,500,000 5,000,000) or more or any Contingent Obligations with an aggregate principal amount of Five Million Dollars ($5,000,000 5,000,000) or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company Borrower or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of Five Million Dollars ($2,500,000 5,000,000) or more or any items of Indebtedness with an aggregate principal amount of Five Million Dollars ($5,000,000 5,000,000) or more or any Contingent Obligation in an individual principal amount of Five Million Dollars ($2,500,000 5,000,000) or more or any Contingent Obligations with an aggregate principal amount of Five Million Dollars ($5,000,000 5,000,000) or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such other Indebtedness or Contingent Obligation(s) with an aggregate principal amount of Five Million Dollars ($5,000,000), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that or such Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 1,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 2,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 1,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 2,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 1,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 2,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 1,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 2,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company any Credit Party or any of its their respective Subsidiaries to pay when due (a) any principal of or interest on or any other amount, including any payment in settlement, payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in subsection 8.1Section 8.1(a) and accounts payable incurred in the ordinary course of business that are not more than 60 days past due) in an individual principal amount of $2,500,000 250,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 1,000,000 or more, in each case beyond the end of any grace period period, if any, provided therefor; or (ii) breach or default by Company any Credit Party or any of its Subsidiaries with respect to any other material term of (aA) any evidence of any Indebtedness in an individual principal amount of $2,500,000 one or more or any items of Indebtedness with an in the individual or aggregate principal amount of $5,000,000 or more or any Contingent Obligation amounts referred to in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more clause (i) above, or (bB) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s)item(s) of Indebtedness, in each case beyond the grace period, if in any case under this clause (ii) any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) ), with or without the passage of time, to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or subject to a compulsory repurchase or other redemption) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be be; (upon iii) any event of default occurs and is continuing under the giving TCF Agreement or receiving any Approved Floorplan Financing Documents; or (iv) breach or default by any Credit Party in the performance or observance of notice, lapse of time, both, any material obligation or otherwise)condition under any Material Contract beyond any applicable cure period; or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due following applicable grace periods (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.17.1) in an individual principal amount of $2,500,000 5 million or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10 million or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5 million or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10 million or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5 million or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10 million or more or any Contingent Obligation in an individual principal amount of $2,500,000 5 million or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10 million or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); orits

Default in Other Agreements. (i) Failure of Company any Credit Party or any of its Subsidiaries to pay when due (a) any principal of or interest on or any other amount, including any payment in settlement, payable in respect of the Indebtedness governed by the Revolving Loan Documents, the Second Lien Loan Documents or the Third Lien Note Documents or one or more items of Indebtedness (other than Indebtedness referred to in subsection 8.1Section 8.1(a)) in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount (or Net Xxxx-to-Market Exposure) of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more, in each case beyond the end of any grace period period, if any, provided therefor; or (ii) an unwaived or uncured breach or default by Company or any of its Subsidiaries Credit Party with respect to any other material term of (a1) any evidence of any the Indebtedness in an individual principal amount of $2,500,000 governed by the Revolving Loan Documents, the Second Lien Loan Documents or the Third Lien Note Documents or one or more or any items of Indebtedness with an in the individual or aggregate principal amount of $5,000,000 amounts (or more or any Contingent Obligation Net Xxxx-to-Market Exposure) referred to in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more clause (i) above or (b2) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s)item(s) of Indebtedness, in each case beyond the grace period, if in any case under this clause (ii) any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) ), to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise)be; or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness Indebted- ness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of the Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual a principal amount outstanding of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any Contingent Guaranty Obligation in an individual a principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by the Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual a principal amount of $2,500,000 10,000,000 or more or any items of Indebtedness with an aggregate Guaranty Obligation in a principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Guaranty Obligation(s), or the occurrence of any other event, condition or circumstance in respect of any such Indebtedness or Guaranty Obligations if in any case under this clause (ii) the effect of such breach or default or event, condition or circumstance is to cause, or to permit the holder or holders of that Indebtedness or Contingent Guaranty Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Guaranty Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); orprovided, that with respect to any failure to pay or breach or default under the First Lien Credit Agreement, such event shall only constitute an Event of Default under this Agreement if such event occurs and is not cured or waived within forty-five (45) days after the occurrence of such event.

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due following applicable grace periods (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.17.1) in an individual principal amount of $2,500,000 5 million or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10 million or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5 million or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10 million or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5 million or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10 million or more or any Contingent Obligation in an individual principal amount of $2,500,000 5 million or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10 million or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 1,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 1,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 1,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 1,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries Credit Party to pay when due (including any applicable grace period) (a) any principal of or interest on the Second Lien Indebtedness, (b) any principal of or interest on any other Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of Five Million Dollars ($2,500,000 5,000,000) or more or any items of Indebtedness with an aggregate principal amount of Five Million Dollars ($5,000,000 5,000,000) or more or (bc) any Contingent Obligation in an individual principal amount of Five Million Dollars ($2,500,000 5,000,000) or more or any Contingent Obligations with an aggregate principal amount of Five Million Dollars ($5,000,000 5,000,000) or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company Borrower or any of its Subsidiaries with respect to any other material term of (a) the Second Lien Loan Documents, (b) any evidence of any Indebtedness in an individual principal amount of Five Million Dollars ($2,500,000 5,000,000) or more or any items of Indebtedness with an aggregate principal amount of Five Million Dollars ($5,000,000 5,000,000) or more or any Contingent Obligation in an individual principal amount of Five Million Dollars ($2,500,000 5,000,000) or more or any Contingent Obligations with an aggregate principal amount of Five Million Dollars ($5,000,000 5,000,000) or more or (bc) any loan agreement, mortgage, indenture or other agreement relating to such other Indebtedness or Contingent Obligation(s) with an aggregate principal amount of Five Million Dollars ($5,000,000), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that or such Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) 111 in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.17.1) in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries beyond the end of any grace period provided therefor with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.17.1) in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Parent, Company or any of its Company's Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 7,500,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 7,500,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Parent, Company or any of its Company's Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of 114 $5,000,000 7,500,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 7,500,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries Credit Party to pay when due (including any applicable grace period) (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent 94 Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company Borrower or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such other Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that or such Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company any Credit Party or any of its their respective Subsidiaries to pay when due (a) any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in subsection 8.1Section 8.1(a)) in an individual principal amount of $2,500,000 6,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 12,000,000 or more, in each case beyond the end of any grace period period, if any, provided therefor; or (ii) breach or default by Company or any of its Subsidiaries Credit Party with respect to any other material term of (a1) any evidence of any Indebtedness in an individual principal amount of $2,500,000 one or more or any items of Indebtedness with an in the individual or aggregate principal amount of $5,000,000 or more or any Contingent Obligation amounts referred to in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more clause (i) above or (b2) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s)item(s) of Indebtedness, in each case beyond the grace period, if in any case under this clause (ii) any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) ), to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be be; provided, that with respect to any failure to pay or breach or default under the First Lien Credit Agreement, such event shall only constitute an Event of Default hereunder if there is an Event of Default (upon as defined in the giving First Lien Credit Agreement) under subsection 8.1(a) of the First Lien Credit Agreement, if the Indebtedness in respect of the First Lien Credit Agreement shall have been accelerated or receiving if sixty (60) days have passed since the date of notice, lapse any other Event of time, both, Default under the First Lien Credit Agreement and such Event of Default has not been cured or otherwise)waived during such period; or

Default in Other Agreements. (i) Failure of Company Holdings or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 1,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 2,500,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 1,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 2,500,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Holdings or Company or any of its Subsidiaries with respect to any other material term of the Holdings Notes, the Holdings PIK Notes, the Senior Subordinated Note Indenture, the Senior Subordinated Notes or any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 1,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 2,500,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 1,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 2,500,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); oror 106

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due following applicable grace periods (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.17.1) in an individual principal amount of $2,500,000 5 million or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10 million or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5 million or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10 million or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5 million or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10 million or more or any Contingent Obligation in an individual principal amount of $2,500,000 5 million or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10 million or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any -90- 98 underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); provided that the foregoing shall not apply to Indebtedness under the AFL III Financing Agreement; or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries Credit Party to pay when due (including any applicable grace period) (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company Borrower or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such other Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that or such Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company any Credit Party or any of its respective Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 500,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 500,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company any Credit Party or any of its respective Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 500,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 500,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Holdings, the Company or any of its the Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.17.1) (x) in an individual a principal amount outstanding of $2,500,000 3,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more (y) under the Revolving Credit Agreement, or (b) any Contingent Obligation (x) in an individual a principal amount of $2,500,000 3,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more(y) under the Revolving Credit Agreement, in each case of clause (a) and (b) above beyond the end of any grace period provided therefor; therefor or (ii) breach or default by Holdings, the Company or any of its the Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual a principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 3,000,000 or more or any Contingent Obligation in an individual a principal amount of $2,500,000 3,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more or more, (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), or (c) the Revolving Credit Agreement, or the occurrence of any other event, condition or circumstance in respect of any such Indebtedness or Contingent Obligations if in any case under this clause (ii) the effect of such breach or default or event, condition or circumstance is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); orprovided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the assets securing such Indebtedness.

Default in Other Agreements. (i) Failure of Company any Credit Party or any of its their respective Subsidiaries to pay when due (a) any principal of or interest on or any other amount payable in respect of one or more items of Postpetition Indebtedness (in case of the Credit Parties, other than Indebtedness referred to in subsection 8.1Section 8.1(a)) and other Indebtedness of Subsidiaries which are not Credit Parties, in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period period, if any, provided therefor; or (ii) breach or default by Company any Credit Party or any of its Subsidiaries with respect to any other material term of (a1) any evidence one or more items of any such Indebtedness in an the individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation amounts referred to in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more clause (i) above or (b2) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s)item(s) of Indebtedness, in each case beyond the grace period, if in any case under this clause (ii) any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) ), to cause, that such Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be be; provided, that in the case of this clause (upon ii), to the giving extent that such default has arisen under Section 6.8 of the Revolving DIP Credit Agreement, unless the Revolving Credit Obligations have been accelerated or receiving any agent under the Revolving Facilities has commenced exercising remedies against any portion of noticethe Collateral, lapse a period of time, both, 30 days shall have elapsed since the occurrence of such default; or otherwise); or106

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due following applicable grace periods (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.17.1) in an individual principal amount of $2,500,000 5 million or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10 million or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5 million or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10 million or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5 million or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10 million or more or any Contingent Obligation in an individual principal amount of $2,500,000 5 million or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10 million or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); provided that the foregoing shall not apply to Indebtedness under the AFL III Financing Agreement; or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 1,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 3,500,000 or more more, in each case beyond the end of any grace period provided therefor; or (b) any Contingent Obligation in an individual principal amount of $2,500,000 1,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 3,500,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 1,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 3,500,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 1,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 3,500,000 or more more, in each case beyond the end of any grace period provided thereof; or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), or the occurrence of any other event, condition or circumstance in respect of any such Indebtedness or Contingent Obligations if in any case under this clause (ii) the effect of such breach or default or event, condition or circumstance is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default 162 170 by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness (other than the Specified Mortgage Notes) in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness (other than the Specified Mortgage Notes) with an aggregate principal amount of $5,000,000 10,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company Holdings or any of its Subsidiaries to pay when due following applicable grace periods (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.17.1) in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more, in each case beyond the end of any grace period provided therefortherefore; or (ii) breach or default by Company Holdings or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) a. Failure of Company Holdings or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company Holdings or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5,000,000 or more or any items of Indebtedness with 138 an aggregate principal amount of $5,000,000 10,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 5,000,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or

Default in Other Agreements. (i) Failure of Company or any of its Subsidiaries to pay when due following applicable grace periods (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.17.1) in an individual principal amount of $2,500,000 5 million or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 10 million or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 5 million or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10 million or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by Company or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 5 million or more or any items of Indebtedness with an aggregate aggre- gate principal amount of $5,000,000 10 million or more or any Contingent Obligation in an individual principal amount of $2,500,000 5 million or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 10 million or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if in any case under this clause (ii) the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); provided that the foregoing shall not apply to Indebtedness under the AFL Financing Agreement or the AFL II Financing Agreement; or

Default in Other Agreements. (i) Failure of the Parent, the Company or any of its Subsidiaries to pay when due (a) any principal of or interest on any Indebtedness (other than Indebtedness referred to in subsection 8.1) in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or (b) any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more, in each case beyond the end of any grace period provided therefor; or (ii) breach or default by the Company or 120 any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness in an individual principal amount of $2,500,000 or more or any items of Indebtedness with an aggregate principal amount of $5,000,000 or more or any Contingent Obligation in an individual principal amount of $2,500,000 or more or any Contingent Obligations with an aggregate principal amount of $5,000,000 or more or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), or the occurrence of any other event, condition or circumstance in respect of any such Indebtedness or Contingent Obligations if in any case under this clause (ii) the effect of such breach or default or event, condition or circumstance is to cause, or to permit the holder or holders of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be (upon the giving or receiving of notice, lapse of time, both, or otherwise); or