Common use of Default Under Other Agreements Clause in Contracts

Default Under Other Agreements. (a) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or exceeds $25,000,000; or

Default Under Other Agreements. (ai) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; , or (biii) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; , provided that it shall not constitute an be a Default or Event of Default pursuant to clause (a) or (b) of under this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to as described in preceding clauses (ai) and through (b) aboveiii), equals or inclusive, exceeds $25,000,0005,000,000 at any time; or

Default Under Other Agreements. (a) The U.S. Borrower Holdings or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; , or (b) any Indebtedness (other than the Obligations) of the U.S. Borrower Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that that, it shall not constitute be a Default or an Event of Default pursuant to clause (a) or (b) of under this Section 10.04 9.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to as described in preceding clauses (a) and (b) above, equals or exceeds is at least $25,000,0007,500,000; or

Default Under Other Agreements. (a) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period peri od of grace, if any, provided in the instrument or agreement under which Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of o f such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or exceeds $25,000,000; or

Default Under Other Agreements. (ai) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity or (biii) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; , provided that it shall not constitute an be a Default or Event of Default pursuant to clause (a) or (b) of under this Section 10.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to as described in preceding clauses (ai) and through (b) aboveiii), equals or inclusive, exceeds $25,000,00010,000,000; or

Default Under Other Agreements. (a) The U.S. Borrower Parent or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 9.01) beyond the period of gracegrace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or created, (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Indebtedness referred to in Section 9.01) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity and such default shall not have been cured or waived, or (biii) any Indebtedness (other than the ObligationsIndebtedness referred to in Section 9.01) of the U.S. Borrower Parent or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in the preceding clauses (ai) and through (biii) above, equals or above exceeds $25,000,0005,000,000 at any one time; or

Default Under Other Agreements. (a) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 9.01) beyond the period of gracegrace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or created, (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Indebtedness referred to in Section 9.01) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity and such default shall not have been cured or waived, or (biii) any Indebtedness (other than the ObligationsIndebtedness referred to in Section 9.01) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in the preceding clauses (ai) and through (biii) above, equals or above exceeds $25,000,000100,000 at any one time; or

Default Under Other Agreements. Except as a result of the commencement of the Cases or unless the payment, acceleration and/or exercise of remedies with respect to any such Indebtedness is stayed by the Bankruptcy Court, (a) The U.S. the Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the an instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness incurred after the Petition Date (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; Stated Maturity, or (b) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, payable prior to the stated maturity Stated Maturity thereof; provided that it shall not constitute be a Default or an Event of Default pursuant to clause (a) or (b) of under this Section 10.04 7.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to as described in preceding clauses (a) and (b) above, equals or exceeds $25,000,000is at least equal to the Threshold Amount; or

Default Under Other Agreements. (a) The U.S. Borrower Holdings or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 9.01) beyond the period of gracegrace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or created, (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Indebtedness referred to in Section 9.01) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity and such default shall not have been cured or waived, or (biii) any Indebtedness (other than the ObligationsIndebtedness referred to in Section 9.01) of the U.S. Borrower Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in the preceding clauses (ai) and through (biii) above, equals or above exceeds $25,000,000500,000 at any one time; or

Default Under Other Agreements. (ai) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity or (biii) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; , provided that it shall not constitute an be a Default or Event of Default pursuant to clause (a) or (b) of under this Section 10.04 unless the aggregate principal amount of all Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $2,500,000 at any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or exceeds $25,000,000time; or

Default Under Other Agreements. (a) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), ) any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; , provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or exceeds $25,000,0005,000,000 at any one time; or

Default Under Other Agreements. (ai) The U.S. Borrower Company or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Notes) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any AMERICAS/2024254939.6 145 Sealed Air – 4th A&R Syndicated Facility Agt notice is required), any such Indebtedness to become due prior to its stated maturity; , or (bii) any Indebtedness (other than the Obligations) of the U.S. Borrower Company or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled or other mandatory required prepaymentprepayment or by reason of optional prepayment or tender by the issuer at its discretion, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to this clause (ad) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (ai) and (bii) above, equals or above exceeds $25,000,00085,000,000 at any one time; or

Default Under Other Agreements. (a) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepaymentprepayment or as a mandatory prepayment (unless such required prepayment or mandatory prepayment results from a default thereunder or an event of the type that constitutes an Event of Default), prior to the stated maturity thereof; , provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or above exceeds $25,000,0005,000,000 at any one time; or

Default Under Other Agreements. (a) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due (or terminated) prior to its stated maturity; or (b) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payablepayable (or terminated), or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or exceeds $25,000,000; or

Default Under Other Agreements. (ai) The U.S. Holdings, the Borrower or any of its their respective Subsidiaries shall (ix) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which Indebtedness was created applicable thereto or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or (bii) any such Indebtedness (other than of Holdings, the Obligations) of the U.S. Borrower or any of its their respective Subsidiaries shall be declared by the holders thereof or a representative therefor to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, payable prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 9.1 unless the principal amount of any one issue of such Indebtedness, Indebtedness referred to in clauses (i) or (ii) above exceeds $2,000,000 or the aggregate amount of all such Indebtedness referred to in clauses (ai) and (bii) above, equals or above exceeds $25,000,0003,000,000 at any one time; or

Default Under Other Agreements. (a) The U.S. Borrower Holdings or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which Indebtedness was created applicable thereto or (ii) default in the observance or performance per- formance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required)cause, any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness (other than the Obligations) of the U.S. Borrower Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, payable (or shall be required to be prepaid other than by as a regularly scheduled required prepayment, result of a default thereunder or of an event of the type that constitutes an Event of Default) prior to the stated maturity thereof; , provided that (i) Holdings’ or any of its Subsidiaries’ delivery of a notice of a voluntary prepayment of Indebtedness outstanding under Section 8.04(c), (d), (i) or (t) the result of which is to cause such Indebtedness pursuant to the terms thereof to become due prior to its stated maturity shall not in and of itself constitute an Event of Default under clause (a)(ii) of this Section 9.04 and (ii) it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or above exceeds $25,000,00010,000,000 in the aggregate at any one time; or

Default Under Other Agreements. (a) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 10.01) beyond the period of gracegrace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or created, (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Indebtedness referred to in Section 10.01) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity and such default shall not have been cured or waived, or (biii) any Indebtedness (other than the ObligationsIndebtedness referred to in Section 10.01) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in the preceding clauses (ai) and through (biii) above, equals or above exceeds $25,000,0001,000,000 at any one time; or

Default Under Other Agreements. (a) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 10.01) beyond the period of gracegrace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or created, (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Indebtedness referred to in Section 10.01) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity and such default shall not have been cured or waived, or (biii) any Indebtedness (other than the ObligationsIndebtedness referred to in Section 10.01) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in the preceding clauses (ai) and through (biii) above, equals or above exceeds $25,000,000250,000 at any one time; or

Default Under Other Agreements. (a) The U.S. Borrower Holdings or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which Indebtedness was created applicable thereto or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness (other than the Obligations) of the U.S. Borrower Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, payable prior to the stated maturity thereof; provided , PROVIDED that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the principal amount of any one issue of such Indebtedness, Indebtedness exceeds $2,000,000 or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or above exceeds $25,000,0003,000,000 at any one time; or

Default Under Other Agreements. (a) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), ) any such Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided , PROVIDED that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (a) and (b) above, equals or exceeds $25,000,0005,000,000 at any one time; or

Default Under Other Agreements. (ai) The U.S. Borrower or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; , or (biii) any Indebtedness (other than the Obligations) of the U.S. Borrower or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; , provided that it shall not constitute an be a Default or Event of Default pursuant to clause (a) or (b) of under this Section 10.04 12.04 unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to as described in preceding clauses (ai) and through (b) aboveiii), equals or inclusive, exceeds $25,000,0005,000,000 at any time; or

Default Under Other Agreements. (a) The U.S. Borrower Holdings or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the ObligationsIndebtedness referred to in Section 10.01) beyond the period of gracegrace (not to exceed 10 days), if any, provided in the instrument or agreement under which such Indebtedness was created or created, (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Indebtedness referred to in Section 10.01) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity and such default shall not have been cured or waived, or (biii) any Indebtedness (other than the ObligationsIndebtedness referred to in Section 10.01) of the U.S. Borrower Holdings or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided PROVIDED that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in the preceding clauses (ai) and through (biii) above, equals or above exceeds $25,000,000500,000 at any one time; or

Default Under Other Agreements. (a) The U.S. Borrower Parent or any of its Subsidiaries shall (i) default in any payment with respect to of any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) the Parent or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity or (biii) any Indebtedness (other than the Obligations) of the U.S. Borrower Parent or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid prepaid, redeemed, defeased or repurchased other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; , provided that it shall not constitute an be a Default or Event of Default pursuant to clause (a) or (b) of under this Section 10.04 if a Non-Recourse Default shall occur or be continuing or unless the aggregate principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to as described in preceding clauses (ai) and through (b) aboveiii), equals or inclusive, exceeds $25,000,00010,000,000; or

Default Under Other Agreements. (ai) The U.S. Borrower Company or any of its Subsidiaries shall (ix) default in any payment with respect to of any Indebtedness (other than the ObligationsNotes) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness (other than the Notes) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; maturity or (bii) any Indebtedness (other than the Obligations) of the U.S. Borrower Company or any of its Subsidiaries shall be declared to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled or other mandatory required prepaymentprepayment or by reason of optional prepayment or tender by the issuer at its discretion, prior to the stated maturity thereof; provided PROVIDED that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 9.04 unless the principal amount of any one issue of such Indebtedness, or the aggregate amount of all such Indebtedness referred to in clauses (ai) and (bii) above, equals or above exceeds $25,000,00020,000,000 at any one time; or

Default Under Other Agreements. (ai) The U.S. Holdings, the Borrower or any of its their respective Subsidiaries shall (ix) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which Indebtedness was created applicable thereto or (iiy) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity; or (bii) any such Indebtedness (other than of Holdings, the Obligations) of the U.S. Borrower or any of its their respective Subsidiaries shall be declared by the holders thereof or a representative therefor to be (or shall become) due and payable, or shall be required to be prepaid other than by a regularly scheduled required prepayment, payable prior to the stated maturity thereof; provided PROVIDED that it shall not constitute an Event of Default pursuant to clause (a) or (b) of this Section 10.04 9.1 unless the principal amount of any one issue of such Indebtedness, Indebtedness referred to in clauses (i) or (ii) above exceeds $2,000,000 or the aggregate amount of all such Indebtedness referred to in clauses (ai) and (bii) above, equals or above exceeds $25,000,0003,000,000 at any one time; or