Common use of Cross-Default Clause in Contracts

Cross-Default. Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, prior to its Stated Maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. (i) Any Loan Party or any Significant Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, beyond any period of grace or cure, if any, provided in the instrument or agreement under which such Indebtedness was created, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturity; provided that this clause stated maturity (e)(Bany applicable grace or cure periods having expired), or such Guarantee to become payable or cash collateral in respect thereof to be demanded (other than by (A) shall not apply to the occurrence of any early termination or cancellation (xeach howsoever defined) secured under any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction, (B) a regularly-scheduled required payment, (C) mandatory prepayments from proceeds of asset sales, debt incurrence, excess cash flow, equity issuances and insurance proceeds, (D) mandatory payments due by reason of, and in an amount required to, eliminate the effect of currency fluctuations, (E) the conversion of any Permitted Convertible Indebtedness into cash, shares of the Borrower’s common stock or any combination thereof in accordance with terms of the indenture governing such Permitted Convertible Indebtedness or (F) any special mandatory redemption of Indebtedness incurred in connection with any merger, acquisition or other Investment that becomes due because such event does not occur during a specified time period; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Significant Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Significant Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Significant Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (i) Any Loan Party or any Subsidiary of a Loan Party with a net worth in excess of $10,000,000 (A) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of such Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including drawn and outstanding amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee of such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateralCash Collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. Any (i) With respect to any Indebtedness or guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, any Loan Party or any Subsidiary its Subsidiaries (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, and after passage of any grace period) in respect of any such Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; guarantee, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, and such default continues for more than the grace or cure period, if any, therein specified, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or beneficiary of such guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by a Loan Party or any Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. Any Loan Credit Party or any Subsidiary of any Credit Party (Ai) fails to make any payment beyond in respect of any Indebtedness (other than the applicable grace period with respect thereto, if Obligations or any obligation owed by any Credit Party to another Credit Party) or Contingent Obligation (other than the Obligations or any obligation owed by any Credit Party to another Credit Party) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in respect the document relating thereto on the date of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000such failure; or (Bii) fails to perform or observe or perform any other agreement condition or condition relating to any such Indebtednesscovenant (after applicable grace periods), or any other event occursshall occur or condition exist (after applicable grace periods), under any agreement or instrument relating to any such Indebtedness or Contingent Obligation (other than Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder), including any agreement, instrument or certificate relating to the Preferred Equity, if the effect of which default such failure, event or other event condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, cause such Indebtedness to become due or be declared to be repurchased, due and payable (or otherwise required to be prepaid, defeased redeemed, purchased or redeemed (automatically or otherwise), in each case, defeased) prior to its Stated Maturitystated maturity (without regard to any subordination terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Be)(ii)) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) disposition of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) disposition is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02extent such prepayment is permitted hereunder; or

Cross-Default. (i) Any Loan Party or any Subsidiary of a Loan Party with a net worth in excess of $10,000,000 (A) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of such Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including drawn and outstanding amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee of such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or Cash Collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (i) Any Loan Party or any Subsidiary (other than any Immaterial Subsidiary) thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal to or greater of more than the $1,500,000; Threshold Amount, in each case beyond the grace period, if any, provided therefor or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or any other event occursrelating thereto, in each case beyond the grace period, if any, provided therefore, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary (xother than any Immaterial Subsidiary) secured Indebtedness that becomes due thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary (other than any Immaterial Subsidiary) thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. Any Loan Party (i) The Borrower or any Subsidiary (A) fails to make any payment beyond prior to the applicable grace period with respect thereto, if any delinquency thereof (whether by as a result of scheduled maturity, required prepayment, acceleration, demand, or otherwise) (and all required notices have been given and grace periods have elapsed) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal to or greater of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform perform, beyond any applicable notice and cure periods, any other material agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, cause such Indebtedness to be demanded or to become due prior to its stated maturity or such Indebtedness to be repurchased, prepaid, defeased or redeemed (automatically prior to its stated maturity, or otherwise)such Guarantee to become payable or cash collateral in respect thereof to be demanded, in each casecase after all notice and cure periods have lapsed, prior other than due to its Stated Maturity; provided that this clause the voluntary act of Borrower or any Subsidiary not constituting a default under such Indebtedness (e)(B) shall not apply to (x) secured Indebtedness that becomes due as except for any default or other event which arises in connection with the disposition of assets, or a result change of control of or the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtednessany equity interest in any Subsidiary, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such Indebtedness or Guarantee is repaid in full substantially simultaneously with such disposition or change of control); and/or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default, termination event or other similar event does not result in default under such Swap Contract as to which the occurrence of an early termination date Borrower or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (zB) Indebtedness that upon any Termination Event (as so defined) under such Swap Contract as to which the happening of Borrower or any Subsidiary is the sole Affected Party (as so defined) and all transactions covered by such default or event automatically converts Swap Contract are Affected Transactions (or the same remedy of the holders of such Indebtedness is to convertas so defined) into Equity Interests (other than Disqualified Stock orand, in either event, the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived Swap Termination Value owed by the holders of Borrower or such Indebtedness in accordance with Subsidiary as a result thereof is greater than the terms of the documents governing such Indebtedness prior Threshold Amount; provided that to the acceleration extent such Swap Contract is governed by a master agreement, an Early Termination Date (as so defined) has been designated in respect of the Loans pursuant to Section 8.02all transactions under such master agreement; or

Cross-Default. (i) Any Loan Party or any Subsidiary or Controlled JV Subsidiary thereof (A) fails to make any payment beyond the when due, after giving effect to any applicable cure or grace period with respect theretoperiods, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the Threshold Amount (or more than $1,500,000; 200,000,000 in the case of Indebtedness that is not Consolidated Recourse Indebtedness), or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount (or more than $200,000,000 in the case of Indebtedness that is not Consolidated Recourse Indebtedness) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, after giving effect to any applicable cure or grace periods, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary or Controlled JV Subsidiary thereof is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary or Controlled JV Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party, such Subsidiary, or such Controlled JV Subsidiary as a result of thereof is greater than the sale Threshold Amount (or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, more than $200,000,000 if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event payment obligation does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02constitute Consolidated Recourse Indebtedness); or

Cross-Default. (i) Any Loan Party or any Subsidiary of a Loan Party with a net worth in excess of $10,000,000 (A) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of such Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including drawn and outstanding amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee of such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. Any Loan Party or (i) any Subsidiary Group Company (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demanddemand or otherwise but after giving effect to all applicable grace periods), or otherwise) regardless of amount, in respect of any Indebtedness Debt, Guaranty Obligation or Synthetic Lease Obligations (other than Indebtedness hereunder in respect of (x) Debt outstanding under the Senior Finance Documents and intercompany Indebtedness(y) Derivatives Agreements) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; or 5,000,000, (B) fails to perform or observe or perform any other agreement condition or condition relating to any such Indebtednesscovenant, or any other event occursshall occur or condition shall exist, under any agreement or instrument relating to any such Debt, Guaranty Obligation or Synthetic Lease Obligations, if the effect of which default such failure, event or other event condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness Debt, Guaranty Obligation or Synthetic Lease Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due Debt or Synthetic Lease Obligations to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, declared to be due and payable prior to its Stated Maturity; provided that this clause stated maturity or such Guaranty Obligation to become payable, or cash collateral in respect thereof to be demanded or (e)(BC) shall be required by the terms of such Debt, Guaranty Obligation or Synthetic Lease Obligation to offer to prepay or repurchase such Debt or Synthetic Lease Obligation or the primary Debt underlying such Guaranty Obligation (or any portion thereof) prior to the stated maturity thereof; or (ii) there occurs under any Derivatives Agreement or Derivatives Obligation an Early Termination Date (as defined in such Derivatives Agreement) resulting from (A) any event of default under such Derivatives Agreement as to which any Group Company is the Defaulting Party (as defined in such Derivatives Agreement) or (B) any Termination Event (as so defined) as to which any Group Company is an Affected Party (as so defined), and, in either event, the Derivatives Termination Value owed and not apply to (x) secured Indebtedness that becomes paid within 10 Business Days of when due by a Group Company as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02; or$5,000,000.

Cross-Default. Any (i) The Company, any other Loan Party or any Material Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or fails to make any payment when due of the Swap Termination Value in an amount greater than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (in each case, prior after giving effect to its Stated Maturityany applicable grace period) (provided that any breach of any Financial Covenant giving rise to an event described in clause (B) above shall not, by itself, constitute an Event of Default under any Term Facility (other than the Term A Facility) unless the Required Financial Covenant Lenders have accelerated any Term A Loans and Revolving Credit Loans then outstanding or terminated the Revolving Credit Commitments as a result of such breach and such declaration has not been rescinded on or before the date on which the Term Lenders (other than the Lenders under the Term A Facility) declare an Event of Default in connection therewith); provided that this clause (e)(Be)(i) shall not apply (v) to (x) secured Indebtedness that becomes due as a result of the sale voluntary Disposition or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if so long as such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtednessretired concurrently therewith, (yw) events to mandatory prepayments or redemptions of defaultIndebtedness incurred in reliance on Section 7.03(k), termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default(o), termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder (p), (q), (r), (s) or (zt) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of such Indebtedness, so long as such Disposition and such prepayment is permitted hereunder, (x) to the documents governing mandatory prepayment of any bridge financing made with the proceeds of permanent financing or the proceeds of asset sales, incurrences of Indebtedness or equity issuances, (y) to any event requiring the repurchase, repayment or redemption (automatically or otherwise) or an offer to repurchase, prepay or redeem any Indebtedness, or the delivery of any notice with respect thereto, solely as a result of the Company’s or any of its Subsidiaries’ failure to consummate a merger or other acquisition contemplated to be funded in whole or in part with the proceeds of such Indebtedness or (z) to any right (including any prior right) of a holder or holders of any Indebtedness that is convertible into Equity Interests to require the acceleration repurchase, repayment or redemption of such Indebtedness on a predetermined date provided in the Loans pursuant documentation for such Indebtedness, or an offer to Section 8.02repurchase, repay or redeem such Indebtedness on such date or the delivery of a notice with respect thereto; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of default under such Swap Contract as to which the Company, any other Loan Party or any Material Subsidiary is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by the Company, such other Loan Party or Material Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness owed by the Borrower to any Restricted Subsidiary to the Borrower or any Restricted Subsidiary) having an aggregate outstanding principal amount equal to or greater of more than the $1,500,000Threshold Amount; or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occursoccurs (other than a default or an event of default in respect of the observance of or compliance with any financial maintenance covenant), the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity and any applicable grace or cure period therefor shall have expired; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a any Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, Indebtedness or (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its termsthereunder; provided, provided further, that, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or (C) in the case of any such Indebtedness containing or otherwise requiring observance or compliance with a financial maintenance covenant, the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) have caused such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated Maturity ( “Acceleration”); provided however that if such holder or holders (or a trustee or an agent on behalf of such holder or holders or beneficiary or beneficiaries) irrevocably rescind such Acceleration, the Event of Default with respect to this clause (e)(C) shall automatically cease from and after such date; or

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including the undrawn face amount of any outstanding Letter of Credit, surety bonds and other similar contingent obligations outstanding under any agreement relating to such Indebtedness or greater Guarantee and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Restricted Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or any Restricted Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (A) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in respect of any Indebtedness or Guarantee of a Loan Party (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe any default or perform any other agreement or condition relating to any such Indebtedness, or any other event occursoccurs in respect of any Indebtedness or Guarantee of a Loan Party (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, the effect of which default or other event is to cause, cause (or to permit permit) the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable; provided that this clause (e)(B) shall not apply to (x) secured provided, however, that, for the avoidance of doubt, conversions of Convertible Indebtedness that becomes due as a result of a conversion trigger event that does not constitute or arise from a default under the sale or transfer definitive documentation for such Convertible Indebtedness will not constitute such a default or other Disposition event; or (including a Casualty Eventii) of the property or assets securing there occurs under any Swap Contract an Early Termination Date (as defined in such Indebtedness, if such sale, transfer or Disposition Swap Contract) resulting from (including a Casualty EventA) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result default under such Swap Contract as to which any Loan Party is the Defaulting Party (as defined in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder such Swap Contract) or (zB) Indebtedness that upon except for the happening of Permitted Swap Termination, any Termination Event (as defined in such default or event automatically converts Swap Contract) under such Swap Contract as to which any Loan Party is an Affected Party (or the same remedy of the holders of as defined in such Indebtedness is to convertSwap Contract) into Equity Interests (other than Disqualified Stock orand, in either event, the case of Swap Termination Value owed by such Loan Party as a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure result thereof is unremedied and is not validly waived by greater than the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise but only after any required notice, the expiration of any permitted grace period or both) in respect of the Senior Notes or any other Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event (but only after any required notice, the expiration of any permitted grace period or both) is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Be)(i)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, Indebtedness if such sale, sale or transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and Indebtedness; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Indebtedness is repaid when required Swap Contract) resulting from (A) any event of default under the documents providing for such Indebtedness, (y) events of default, termination events Swap Contract as to which a Loan Party or any other similar event Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the documents governing Swap Contracts for so long Termination Value owed by such Loan Party or such Subsidiary as such event of default, a result thereof is greater than the Threshold Amount; or (iii) there occurs a termination event or other similar event does not result in of default under any Permitted Receivables Facility when the occurrence of an early amount outstanding (including undrawn committed or available amounts) thereunder exceeds the Threshold Amount, which termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default event or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and default is not validly cured or waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02within any applicable grace period; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any (x) Indebtedness or Guaranty (other than Indebtedness hereunder and intercompany Indebtedness) or other Obligations having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount (any such Indebtedness or Guaranty, “Material Indebtedness”), or (y) Material Rental Obligation, (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness, or Material Rental Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to (x) cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Material Rental Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace to cause such Material Indebtedness or cure period therefor Material Rental Obligation to cause, with the giving of notice if required, such Indebtedness be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its Stated Maturitystated maturity, to become payable or Cash Collateral in respect thereof to be demanded or (y) cause or permit the lease with respect to any Material Rental Obligation of any Borrower or any of its Subsidiaries to be terminated prior to its scheduled expiration date; provided that this clause or (e)(Bii) shall there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract or, if not apply so defined, any similar event under such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Borrower or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract or, if not so defined, any similar term in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined or, if not so defined, any similar event under such Swap Contract) under such Swap Contract as to which any Borrower or any Subsidiary is an Affected Party (as defined in such Swap Contract or, if not so defined, any similar term in such Swap Contract) and, in either event, the Swap Termination Value owed by any Borrower or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (i) Any Loan Party or any Material Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; or Threshold Amount, (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or (C) any other event occurs, in each case, the effect of which non-payment, default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (other than (1) any prepayment of Indebtedness required in connection with a Disposition otherwise permitted thereunder and (2) any conversion of Convertible Bond Indebtedness in accordance with its terms unless such conversion results from any default or event of default by any Loan Party or Material Subsidiary thereunder or a “change of control”, “fundamental change” or similar occurrence thereunder); provided that this clause or (e)(Bii) shall not apply there occurs (A) under any Swap Contract, Convertible Bond Hedge Transaction or Warrant Transaction an Early Termination Date (as defined in such Swap Contract, Convertible Bond Hedge Transaction or Warrant Transaction) resulting from any event of default under such Swap Contract, Convertible Bond Hedge Transaction or Warrant Transaction as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract, Convertible Bond Hedge Transaction or Warrant Transaction) secured Indebtedness that becomes due or (B) under any Swap Contract any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition Threshold Amount (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock orand, in the case of a Subsidiaryany Convertible Bond Hedge Transaction or Warrant Transaction, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is the Swap Termination Value cannot validly waived be satisfied by the holders issuance of such Indebtedness in accordance with the terms common stock of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Borrower); or

Cross-Default. Any Loan Party (i) The Borrower, the Parent or any Subsidiary (A) fails to make any payment beyond the prior to expiration of applicable grace period with respect thereto, if any or cure periods (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any (a) Recourse Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than $25,000,000 provided, however, any default by a debtor under any collateralized receivable shall not be deemed a default of Recourse Indebtedness, or (b) Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $100,000,000, provided that the $1,500,000; failure to pay any such Indebtedness shall not constitute an Event of Default so long as the Borrower or its Subsidiaries is diligently contesting the payment of the same by appropriate legal proceedings and the Borrower or its Subsidiaries have set aside, in a manner and amount reasonably satisfactory to Administrative Agent, for the purpose of covering an adverse outcome, a sufficient reserve to repay accrued interest thereon and costs of enforcement, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto beyond any applicable cure period, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturity; stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded, provided that this clause (e)(B) with respect to Non-Recourse Indebtedness the failure to observe or perform any other agreement or condition shall not apply constitute an Event of Default so long as the Borrower or its Subsidiaries is diligently contesting the same by appropriate legal proceedings and the Borrower or its Subsidiaries have set aside, in a manner and amount reasonably satisfactory to Administrative Agent, for the purpose of covering an adverse outcome, a sufficient reserve to repay accrued interest thereon and costs of enforcement; or (xii) secured Indebtedness that becomes due there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default and expiration of notice and grace periods under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$15,000,000; or

Cross-Default. Any Loan Party (i) The Borrower, any Borrower Affiliate, QMLP or any Subsidiary QELP (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guaranty Obligation in respect of Indebtedness (other than Indebtedness hereunder and intercompany Indebtednessunder Swap Contracts) having an aggregate outstanding principal amount equal (or, in the case of a Capitalized Lease or a Synthetic Lease Obligation, Attributable Indebtedness) (including undrawn or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the (individually or collectively) $1,500,000; 1,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guaranty Obligation in respect of Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness Indebtedness, the lessor under such Synthetic Lease Obligation or the beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased repurchased or redeemed (automatically or otherwise), in each case, ) prior to its Stated Maturitystated maturity, or such Guaranty Obligation to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Be)(i)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness; or (ii) (A) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of default under such Swap Contract as to which the Borrower or any Borrower Affiliate is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by the Borrower or any Borrower Affiliate as a result thereof is greater than (individually or collectively) $1,000,000, if or (B) there occurs under any Swap Contract an Early Termination Date (as defined in such sale, transfer Swap Contract) resulting from any Termination Event (as so defined) under such Swap Contract as to which the Borrower or Disposition any Borrower Affiliate is an Affected Party (including as so defined) and the Early Termination Amount owed by the Borrower and Borrower Affiliate as a Casualty Eventresult thereof is greater than (individually or collectively) is permitted hereunder and under the documents providing for such Indebtedness $1,000,000 and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and amount is not validly waived by the holders of paid when due under such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Swap Contract; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness that is Recourse Debt or any Guarantee of any such Recourse Debt (in either case, other than the Obligations and Indebtedness hereunder and intercompany Indebtednessunder Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the Fifty Million Dollars ($1,500,000; 50,000,000) and such failure is not waived and continues beyond any cure period as may be specifically noted therein, or (B) fails to observe or perform any other material agreement or condition relating to any such IndebtednessRecourse Debt or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default in each case that is not waived, continues beyond any cure period and results in such Recourse Debt or other event is Guarantee becoming or being declared immediately due and payable; (ii) Any Loan Party or any Subsidiary (A) fails to causemake any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness that is Non-Recourse Debt or any Guarantee of any such Non-Recourse Debt having an aggregate outstanding principal amount (including undrawn committed or available amounts and including amounts owing to permit all creditors under any combined or syndicated credit arrangement) of more than One Hundred Fifty Million Dollars ($150,000,000) and such failure is not waived and continues beyond any cure period as may be specifically noted therein; provided, that the failure to pay any such Non-Recourse Debt when due shall not constitute an Event of Default (and such Non-Recourse Debt shall be excluded from the applicable aggregate limit referred to above) so long as the only default by the Loan Party or Subsidiary is the failure to pay such Non-Recourse Debt when due on its scheduled maturity date and the Loan Party or Subsidiary is actively pursuing the extension or refinancing of such Non-Recourse Debt and the holder or holders of such Indebtedness Non-Recourse Debt has not initiated a foreclosure of its Lien or proceedings to have a receiver appointed for the collateral securing such Non-Recourse Debt, except that (or a trustee or agent on behalf x) the deferral under this clause (ii)(A) shall not extend for more than ninety (90) days after the maturity date of such holder or holders or beneficiary or beneficiariesNon-Recourse Debt, subject to extension of such deferral period for an additional thirty (30) after days if prior to the expiration of such initial 90 day period the Borrower has provided to the Administrative Agent reasonably satisfactory evidence that the Loan Party or Subsidiary is continuing to actively pursue such extension or refinancing, or (B) fails to observe or perform any applicable grace other material agreement or cure period therefor condition relating to causeany such Non-Recourse Debt or Guarantee or contained in any instrument or agreement evidencing, with the giving of notice if requiredsecuring or relating thereto, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise)any other event occurs, in each casecase that is not waived, prior continues beyond any cure period and results in such Non-Recourse Debt or Guarantee becoming or being declared immediately due and payable; (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any Event of Default (as defined in such Swap Contract) as to its Stated Maturity; which any Loan Party is the Defaulting Party (as defined in such Swap Contract) that is not waived and continues beyond any cure period provided that this clause therein or (e)(BB) shall not apply any Termination Event (as defined in such Swap Contract) under such Swap Contract as to which any Loan Party is an Affected Party (xas defined therein) secured Indebtedness that becomes due and, in either event, the Swap Termination Value owed by any Loan Party as a result thereof is greater than the Threshold Amount; or (iv) there exists (A) an Event of the sale or transfer or other Disposition Default (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and as defined under the documents providing for such Indebtedness and such Indebtedness is repaid when required BofA Agreement) under the documents providing for BofA Agreement that is not waived and continues beyond any cure period provided therein and results in such Indebtedness, (y) events of default, termination events or any other similar event debt under the documents governing Swap Contracts for so long BofA Agreement becoming or being declared immediately due and payable (B) an Event of Default (as defined under the PNC Agreement) under the PNC Agreement that is not waived and continues beyond any cure period provided therein and results in such event of defaultdebt under the PNC Agreement becoming or being declared immediately due and payable, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (zC) Indebtedness an Event of Default (as defined under the KeyBank Credit Agreement) under the KeyBank Credit Agreement that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by and continues beyond any cure period provided therein and results in such debt under the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02KeyBank Credit Agreement becoming or being declared immediately due and payable; or; or

Cross-Default. (i) Any Loan Party or any Subsidiary member of the Consolidated Group (A) fails (and such failure continues beyond any applicable grace period and provided that any default or event of default resulting therefrom has not been cured or waived by the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Support Obligation) to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Support Obligations (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal to or greater of more than the $1,500,000; 75 million, or (B) fails (and such failure continues beyond any applicable grace period and provided that any default or event of default resulting therefrom has not been cured or waived by the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Support Obligation) to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Support Obligations or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Support Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Support Obligations to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which EWI or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which EWI or any Subsidiary is an Affected Party (as so defined) and, in either event, such Early Termination Date is not rescinded or such Termination Event is not waived and the Swap Termination Value owed as a result thereof is greater than $75 million; provided that this clause (e)(Be)(ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, sale or transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02documents; or

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of Indebtedness (other than Indebtedness hereunder under the Loan Documents and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee of Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case after any applicable grace, cure or notice period, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee of Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee of Indebtedness to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined, or as such comparable term may be used and defined, in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Restricted Subsidiary is the Defaulting Party (xas defined, or as such comparable term may be used and defined, in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as defined, or as such comparable term may be used and defined, in such Swap Contract) under such Swap Contract as to which the Borrower or any Restricted Subsidiary is an Affected Party (as defined, or as such comparable term may be used and defined, in such Swap Contract) and, in either event, the Swap Termination Value owed by the Borrower or such Restricted Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. Any Loan Party The Company or any Subsidiary (Ai) fails to make any payment beyond in respect of any Indebtedness, Contingent Obligation or Commodity Swap having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $3,000,000, or any Specified Swap Contract (whatever the applicable grace period with respect theretoamount), if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in respect the relevant document on the date of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000such failure; or (Bii) fails to perform or observe or perform any other condition or covenant, or any other event shall occur or condition exist, under any agreement or condition instrument relating to any such Indebtedness, Contingent Obligation or Commodity Swap having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $3,000,000, or any other event occursSpecified Swap Contract (whatever the amount), if the effect of which default such failure, event or other event condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace to cause such Indebtedness, Specified Swap Contract or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or Commodity Swap to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, declared to be due and payable prior to its Stated Maturitystated maturity, or such Contingent Obligation, Specified Swap Contract or Commodity Swap to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Biii) shall not apply to (x) secured Indebtedness that becomes due as a result any Indebtedness, Contingent Obligation or Commodity Swap of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events Company or any other similar event under Subsidiary in excess of $3,000,000, or any Specified Swap Contract (whatever the documents governing amount), shall be declared due and payable prior to its stated maturity or cash collateral is demanded in respect of such Contingent Obligations, Specified Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Commodity Swaps; or

Cross-Default. Any (i) A Loan Party or any Subsidiary (A) fails to make any payment perform or observe (beyond the applicable grace period with respect thereto, if any) any Contractual Obligation if such failure could reasonably be expected to have a Material Adverse Effect, (B) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (including, without limitation, any Senior Note Indenture, but other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (BC) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. Any (i) With respect to any Indebtedness or guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the $5,000,000, any Loan Party or any Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, and after passage of any grace period) in respect of any such Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; guarantee, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, and such default continues for more than the grace or cure period, if any, therein specified, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or beneficiary of such guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined under such Swap Contract) as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by a Loan Party or any Subsidiary as a result of the sale thereof is greater than $5,000,000, or transfer or other Disposition (including a Casualty Eventiii) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or there occurs any other similar event under the documents governing Swap Contracts for so long as such “event of default, termination event ” however so defined in any Subordinated Debt Document with respect to any Loan Party or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any (i) The Company, any other Loan Party or any Material Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or fails to make any payment when due of the Swap Termination Value in an amount greater than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (in each case, prior after giving effect to its Stated Maturityany applicable grace period) (provided that any breach of any Financial Covenant giving rise to an event described in clause (B) above shall not, by itself, constitute an Event of Default under any Term Facility (other than the Term A-1 Facility) unless the Required Financial Covenant Lenders have accelerated any Term A-1 Loans and Revolving Credit Loans then outstanding or terminated the Revolving Credit Commitments as a result of such breach and such declaration has not been rescinded on or before the date on which the Term Lenders (other than the Lenders under the Term A-1 Facility) declare an Event of Default in connection therewith); provided that this clause (e)(Be)(i) shall not apply (v) to (x) secured Indebtedness that becomes due as a result of the sale voluntary Disposition or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if so long as such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtednessretired concurrently therewith, (yw) events to mandatory prepayments or redemptions of defaultIndebtedness incurred in reliance on Section 7.03(k), termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default(o), termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder (p), (q), (r), (s) or (zt) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of such Indebtedness, so long as such Disposition and such prepayment is permitted hereunder, (x) to the documents governing mandatory prepayment of any bridge financing made with the proceeds of permanent financing or the proceeds of asset sales, incurrences of Indebtedness or equity issuances, (y) to any event requiring the repurchase, repayment or redemption (automatically or otherwise) or an offer to repurchase, prepay or redeem any Indebtedness, or the delivery of any notice with respect thereto, solely as a result of the Company’s or any of its Subsidiaries’ failure to consummate a merger or other acquisition contemplated to be funded in whole or in part with the proceeds of such Indebtedness or (z) to any right (including any prior right) of a holder or holders of any Indebtedness that is convertible into Equity Interests to require the acceleration repurchase, repayment or redemption of such Indebtedness on a predetermined date provided in the Loans pursuant documentation for such Indebtedness, or an offer to Section 8.02repurchase, repay or redeem such Indebtedness on such date or the delivery of a notice with respect thereto; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of default under such Swap Contract as to which the Company, any other Loan Party or any Material Subsidiary is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by the Company, such other Loan Party or Material Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any (i) With respect to any Indebtedness or guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, any Loan Party or any Subsidiary its Subsidiaries (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, and after passage of any grace period) in respect of any such Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; guarantee, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, and such default continues for more than the grace or cure period, if any, therein specified, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or beneficiary of such guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by a Loan Party or any Subsidiary as a result thereof is greater than Threshold Amount; or (iii) without limitation of the sale or transfer or other Disposition preceding clause (including a Casualty Event) i), any “Event of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder Default” under and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result term is defined in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied Senior Notes Documents shall have occurred and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02be continuing; or

Cross-Default. (i) Any Loan Party Borrower, any Guarantor, or any Subsidiary other than, for the avoidance of doubt, an Unrestricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) ), inclusive of any grace, extension, forbearance or similar period, in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal (including undrawn or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, for a period beyond the applicable grace, cure, extension, forbearance or other similar period the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or the beneficiary or beneficiaries of any applicable Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased repurchased or redeemed (automatically or otherwise), in each case, ) prior to its Stated Maturitystated maturity, or such Guarantee Obligation to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Borrower, any Guarantor, or any Subsidiary other than, for the avoidance of doubt, an Unrestricted Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Borrower, any Guarantor, or any Subsidiary other than, for the avoidance of doubt, an Unrestricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower, such Guarantor, or such Subsidiary other than, for the avoidance of doubt, an Unrestricted Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (A) Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond after the applicable grace period with respect thereto, if any any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any other Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an outstanding aggregate outstanding principal amount equal to or greater of not less than the $1,500,000; Threshold Amount or (Bii) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occursoccurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and not as a result of any other default thereunder by any Loan Party), after all grace periods having expired and all required notices having been given, the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if requiredafter all grace periods having expired and all required notices having been given, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity; provided that any such failure or the occurrence of any such other event referred to in subclause (ii) relating to Indebtedness under the ABL Credit Agreement or any Permitted Refinancing thereof shall not constitute an Event of Default under this Section 8.01(e) until the earlier of (x) thirty days after the expiration of all grace periods relating to such failure or occurrence under the ABL Credit Agreement and (y) any acceleration of the ABL Obligations (as defined in the ABL Intercreditor Agreement) outstanding under the ABL Credit Agreement, whether automatic or otherwise; provided further that this clause (e)(Be)(ii) shall not apply to (xI) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (zII) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness which is to convert) convertible into Equity Interest and converts to Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure terms or (III) any breach or default that (X) is unremedied and is not validly waived remedied by the Borrower or the applicable Restricted Subsidiary or (Y) waived (including in the form of amendment) by the requisite holders of such Indebtedness the applicable item of Indebtedness, in accordance with the terms of the documents governing such Indebtedness either case, prior to the acceleration of all the Loans pursuant to this Section 8.028.01; or (B) the UST Tranche A Term Agent or the Lenders under (and as defined in) under UST Tranche A Facility Documentation shall fail to honor request for borrowing or release of proceeds from UST Tranche A Controlled Account in each case in excess of $25,000,000 and such failure continues for ten (10) Business Days; or (C) the UST Tranche B Term Agent or the Lenders under (and as defined in) under UST Tranche B Facility Documentation shall fail to honor request for borrowing or release of proceeds from UST Tranche B Controlled Account in each case in excess of $25,000,000 and such failure continues for ten (10) Business Days; or

Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than the Indebtedness hereunder described in subsection (B) below and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; 5,000,000, (B) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness described in 7.02(e), 7.02(g), or 7.02(h), having an aggregate principal amount of more than $15,000,000, or (BC) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in excess of $5,000,000 in respect thereof to be demanded; provided that this clause (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary thereof (A) fails to make any payment beyond the applicable of principal or interest when due (after giving effect to any grace period with respect thereto, if any or cure period) (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee having an aggregate outstanding principal amount of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturity; stated maturity, or such Guarantee to become payable or Cash Collateral in respect thereof to be demanded (provided that this clause (e)(BB) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if ); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such sale, transfer or Disposition Swap Contract) resulting from (including A) any event of default under such Swap Contract as to which a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events Loan Party or any other similar event Restricted Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under the documents governing such Swap Contracts for so long Contract as such event of default, termination event or other similar event does not result in the occurrence of an early termination date to which a Loan Party or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or Restricted Subsidiary thereof is an Affected Party (zas so defined) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock orand, in either event, the case of Swap Termination Value owed by such Loan Party or such Restricted Subsidiary as a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure result thereof is unremedied and is not validly waived by greater than the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. Any Loan Party (i) The Borrower or any Material Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness of any Land Development Company incurred in the Ordinary Course of Business, so long as such Indebtedness is nonrecourse to the Borrower and each Guarantor and nonpayment thereof would not have a material adverse financial impact on the Borrower or any Guarantor) or Guarantee Obligation (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; 10,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased repurchased or redeemed (automatically or otherwise), in each case, ) prior to its Stated Maturitystated maturity, or such Guarantee Obligation to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Material Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Material Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Person as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$10,000,000; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of the Medium Term Note Indebtedness, the Senior Notes Indebtedness or any other Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to the Medium Term Note Indebtedness, the Senior Notes Indebtedness or any other such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (i) Any Loan Party or any Subsidiary of a Loan Party with a net worth in excess of $10,000,000 (A) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of such Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including drawn and outstanding amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee of such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount or (iii) any Event of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) Default occurs and is permitted hereunder and continuing under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, Revolving Credit Facility (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02defined therein); or

Cross-Default. Any Loan Party or any Restricted Subsidiary (or, with respect to clauses (A)(y) and (B)(y) only, Parent or any of its Subsidiaries) (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of (x) any Indebtedness (other than Indebtedness hereunder the Obligations and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; Threshold Amount or (y) the Holdco Notes so long as the Holdco Notes have an aggregate outstanding principal amount equal to or greater to the Threshold Amount or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednesscondition, or any event or condition occurs that results, in each case relating to (x) any Indebtedness (other event occursthan the Obligations and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the Threshold Amount or (y) the Holdco Notes so long as the Holdco Notes have an aggregate outstanding principal amount equal to or greater to the Threshold Amount, in each case the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its Stated Maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Restricted Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, provided further, that, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than in excess of the $1,500,000; Threshold Amount or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount in excess of the Threshold Amount, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its Stated Maturitystated maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Restricted Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, provided further, that, that such failure is unremedied and is or has not validly been waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the any acceleration of the Loans pursuant to Section 8.02; provided further, that in the case of the ABL Facility, any such default or event with respect to the ABL Credit Agreement will not constitute an Event of Default under this clause (e) of this Section 8.01 unless (x) the agent and/or lenders thereunder have terminated the commitments in respect of, or demanded repayment of, or otherwise accelerated, any of the Indebtedness or other obligations thereunder or (y) such failure to make payment is in respect of payment at final maturity; provided further, that in the case of breach of any financial covenant contained in any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount in excess of the Threshold Amount, such breach will not constitute an Event of Default under clause (e)(B) of this Section 8.01 unless the agent and/or lenders thereunder have terminated the commitments in respect of, or demanded repayment of, or otherwise accelerated, any of the Indebtedness or other obligations thereunder; or

Cross-Default. Any Loan (i) any Credit Party or any Subsidiary (A) fails to make any payment perform or observe (beyond the applicable notice and grace or cure period with respect thereto, if any) any Contractual Obligation if such failure could reasonably be expected to have a Material Adverse Effect, or (ii) any Borrower, REIT Guarantor, LP Guarantor or OP Guarantor fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise and beyond the applicable notice and grace or cure period with respect thereto, if any) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; or (B) otherwise fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiariesholders) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or cash collateral in respect thereof to be demanded, in each case to the extent such Indebtedness or other obligation is in an amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable Threshold Amount; provided that this clause or (e)(Biii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Borrower, REIT Guarantor, LP Guarantor or OP Guarantor is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due after expiration of any applicable notice and grace or cure periods or (B) any Termination Event (as so defined) under such Swap Contract as to which a Borrower, REIT Guarantor, LP Guarantor or OP Guarantor is an Affected Party (as so defined) and, in any event, the Swap Termination Value owed by such Person as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02applicable Threshold Amount; or

Cross-Default. (a) Any Loan Party or Material Indebtedness of any Subsidiary (A) fails member of the Group is not paid when due which failure to make pay is not cured within any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect after delivery of any applicable required notice. (b) Any Material Indebtedness of any member of the Group becomes due and payable prior to its specified maturity as a result of an event of default (other than Indebtedness hereunder and intercompany Indebtednesshowever described). (c) having an aggregate outstanding principal amount equal to or greater than Any creditor of any member of the $1,500,000; or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessGroup becomes entitled, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor and delivery of any applicable required notice, to cause, with declare any Material Indebtedness of any member of the giving of notice if required, such Indebtedness to become Group due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, and payable prior to its Stated Maturity; provided that this clause specified maturity as a result of an event of default (e)(Bhowever described). (d) For the avoidance of doubt, paragraphs (b) and (c) shall not apply to if any Material Indebtedness: (xi) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Material Indebtedness, if such sale, transfer or Disposition ; (including ii) becomes due as a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stockrefinancing thereof permitted pursuant to this Agreement; (iii) constitutes any reimbursement obligation in respect of a letter of credit as a result of a drawing thereunder by a beneficiary therein in accordance with its terms; provided; (iv) is mandatorily prepayable prior to the scheduled maturity thereof with the proceeds of the issuance of capital stock, furtherthe incurrence of other Material Indebtedness or the sale or other disposal of any assets, thatthat has become due so long as it is prepaid in full with such net proceeds required to be prepaid when due (or within any applicable grace period) and such event shall not have otherwise resulted in an event of default with respect thereto; (v) is repaid by way of any redemption, conversion or settlement that is convertible into Equity Interests (and cash in lieu of fractional shares) and/or cash (in lieu of such failure is unremedied and is not validly waived Equity Interests in an amount determined by reference to the price of the common stock of the Company at the time of such conversion or settlement) in the Company pursuant to its terms unless such redemption, conversion or settlement results from a default thereunder or an event of a type that constitutes an Event of Default; (vi) becomes due as a result of prepayments required by the holders terms of such Indebtedness as a result of customary provisions in respect of illegality, replacement of lenders and gross-up provisions for Taxes, increased costs, capital adequacy and other similar customary requirements; and (vii) becomes due as a result of any voluntary prepayment, redemption or other satisfaction of Indebtedness becoming mandatory in accordance with the terms of the documents governing such Indebtedness prior to solely as the acceleration result of the Loans pursuant Company or any Subsidiary delivering a prepayment, redemption or similar notice with respect to Section 8.02; orsuch prepayment, redemption or other satisfaction.

Cross-Default. Any Loan Party (i) The Borrower or any Subsidiary Borrower Affiliate (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of the First Lien Credit Agreement or any Indebtedness or Guaranty Obligation in respect of Indebtedness (other than Indebtedness hereunder and intercompany Indebtednessunder Swap Contracts) having an aggregate outstanding principal amount equal (or, in the case of a Capitalized Lease or a Synthetic Lease Obligation, Attributable Indebtedness) (including undrawn or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the (individually or collectively) $1,500,000; 5,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guaranty Obligation in respect of Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness Indebtedness, the lessor under such Synthetic Lease Obligation or the beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased repurchased or redeemed (automatically or otherwise), in each case, ) prior to its Stated Maturitystated maturity, or such Guaranty Obligation to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Be)(i)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness; or (ii) (A) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of default under such Swap Contract as to which the Borrower or any Borrower Affiliate is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by the Borrower or any Borrower Affiliate as a result thereof is greater than (individually or collectively) $5,000,000, if or (B) there occurs under any Swap Contract an Early Termination Date (as defined in such sale, transfer Swap Contract) resulting from any Termination Event (as so defined) under such Swap Contract as to which the Borrower or Disposition any Borrower Affiliate is an Affected Party (including as so defined) and the Early Termination Amount owed by the Borrower and Borrower Affiliate as a Casualty Eventresult thereof is greater than (individually or collectively) is permitted hereunder and under the documents providing for such Indebtedness $5,000,000 and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and amount is not validly waived by the holders of paid when due under such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Swap Contract; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any principal payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount of loans or other obligations or commitments to extend credit equal to or greater than the $1,500,000; Threshold Amount or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness having an aggregate outstanding principal amount of loans or other obligations or commitments to extend credit in excess of the Threshold Amount, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its Stated Maturitystated maturity; provided that this clause subclause (e)(BB) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, Indebtedness or (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its termsthereunder; provided, provided further, that, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the any acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party (i) The Borrower, the General Partner, or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, but after giving effect to any applicable grace periods) in respect of any Indebtedness Indebtedness, Synthetic Lease Obligation, or Contingent Obligation (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under any Swap Contract or any Commodity Swaps) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, Synthetic Lease Obligation, or Contingent Obligation or contained in any document evidencing, securing or relating thereto (in each case, after giving effect to any applicable grace periods), or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders or the beneficiary or beneficiaries of such Indebtedness Indebtedness, Synthetic Lease Obligation, or Contingent Obligation (or a trustee or agent on behalf of such holder or holders or 068800 000057 DALLAS 1872243.4 beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness Indebtedness, Synthetic Lease Obligation, or Contingent Obligation to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness, Synthetic Lease Obligation, or Contingent Obligation to be made or required, prior to its Stated Maturitystated maturity, or cash collateral in respect thereof to be demanded or required; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract or any Commodity Swap an Early Termination Date (as defined in such Swap Contract or Commodity Swap) resulting from (A) any event of default under such Swap Contract or Commodity Swap as to which the Borrower or any Restricted Subsidiary is the Defaulting Party (xas defined in such Swap Contract or Commodity Swap) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract or Commodity Swap as to which the Borrower or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Restricted Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (i) Any Borrower or any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise and after the giving of any required notice and the running of any applicable grace or cure periods) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; 100,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event (but only after the giving of any required notice, the expiration of any permitted grace period or both) is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Borrower or any Loan Party is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which a Borrower or any Loan Party is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Loan Party as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$100,000,000; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtednesshereunder) having an aggregate outstanding principal amount equal (individually or in the aggregate with all other Indebtedness as to or greater which such a failure shall exist) of not less than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occursoccurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, sale or transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness Indebtedness; and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, that no such failure is unremedied and is not validly waived by event under any Senior Priority Debt Facility (as defined in the holders First Lien/Second Lien Intercreditor Agreement) shall constitute an Event of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to Default under this clause (e) until the acceleration of the Loans pursuant to Section 8.02Indebtedness under such Senior Priority Debt Facility; or

Cross-Default. Any Loan (i) there occurs any event of default (after the expiration of any applicable notice and/or cure period) under the Sabra Senior Notes Indenture (2013), the Existing Care Capital Indenture or other senior notes indenture; (ii) any Credit Party or any Subsidiary fails (Aafter giving effect to any notice or grace periods applicable thereto) fails to make any required payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Recourse Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessMaterial Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Recourse Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Material Recourse Indebtedness pursuant to the terms thereof to be demanded or to become due or to be repurchasedrequire such Credit Party or Subsidiary to repurchase, prepaidprepay, defeased defease or redeemed redeem (automatically or otherwise)) or make an offer to repurchase, in each caseprepay, defease or redeem such Material Recourse Indebtedness pursuant to the terms thereof, prior to its Stated Maturitystated maturity; (iii) any Credit Party or any Subsidiary fails (after giving effect to any notice or grace periods applicable thereto) to make any required payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Non-Recourse Indebtedness or fails to observe or perform any other agreement or condition relating to any such Material Non-Recourse Indebtedness contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Non-Recourse Indebtedness to cause, with the giving of notice if required, such Material Non-Recourse Indebtedness pursuant to the terms thereof to be demanded or to become due or to require such Credit Party or Subsidiary to repurchase, prepay, defease or redeem (automatically or otherwise) or make an offer to repurchase, prepay, defease or redeem such Material Non-Recourse Indebtedness pursuant to the terms thereof, prior to its stated maturity; or (iv) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Credit Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which any Credit Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by a Credit Party or such Subsidiary as a result thereof is greater than the Threshold Amount; provided that this clause (e)(Be) shall not apply to (xi) secured Indebtedness Secured Debt that becomes due and payable as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, sale or transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is assumed or repaid in full when required under the documents providing for such Indebtedness, (yii) events of defaultany redemption, termination events repurchase, conversion or settlement with respect to any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness convertible debt security which is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness consummated in accordance with the terms of such convertible debt security, unless such redemption, repurchase, conversion or settlement results from a default thereunder or an event of the documents governing such Indebtedness prior type that constitutes an Event of Default or (iii) any early payment requirement or unwinding or termination with respect to any Swap Contract (A) not arising out of a default by any Credit Party and (B) to the acceleration of the Loans pursuant to Section 8.02extent that such Swap Termination Value owed has been paid in full by such Credit Party when due; or

Cross-Default. Any Loan Party The Borrower or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any one or more items of Indebtedness or Guaranty Obligations (other than Indebtedness hereunder and intercompany Indebtednesshereunder) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under one or greater more combined or syndicated credit arrangements) of more than $25,000,000.00, and such failure continues beyond the $1,500,000; applicable grace period specified in the agreement or instrument relating to such Indebtedness or Guaranty Obligations, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guaranty Obligation (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having a principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $25,000,000.00, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of any such Guaranty Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased repurchased or redeemed (automatically or otherwise), in each case, ) prior to its Stated Maturitystated maturity, or such Guaranty Obligation to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under one or more Swap Contracts an Early Termination Date (as defined in such Swap Contracts) resulting from (A) any event of default under such Swap Contracts as to which the Borrower or any Subsidiary is the Defaulting Party (xas defined in such Swap Contracts), or (B) secured Indebtedness that becomes due any Termination Event (as so defined) under such Swap Contracts as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in any event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result greater than $25,000,000.00 in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02aggregate; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness that is Recourse Debt or any Guarantee of any such Recourse Debt (in either case, other than the Obligations and Indebtedness hereunder and intercompany Indebtednessunder Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than Fifty Million Dollars ($50,000,000) and such failure is not waived and continues beyond any cure period as may be specifically noted therein, or (B) fails to observe or perform any other material agreement or condition relating to any such Recourse Debt or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case that is not waived, continues beyond any cure period and results in such Recourse Debt or Guarantee becoming or being declared immediately due and payable; (ii) Any Loan Party or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness that is Non-Recourse Debt or any Guarantee of any such Non-Recourse Debt having an aggregate outstanding principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than One Hundred Fifty Million Dollars ($150,000,000) and such failure is not waived and continues beyond any cure period as may be specifically noted therein; provided, that the $1,500,000failure to pay any such Non-Recourse Debt when due shall not constitute an Event of Default (and such Non-Recourse Debt shall be excluded from the applicable aggregate limit referred to above) so long as the only default by the Loan Party or Subsidiary is the failure to pay such Non-Recourse Debt when due on its scheduled maturity date and the Loan Party or Subsidiary is actively pursuing the extension or refinancing of such Non-Recourse Debt and the holder of such Non-Recourse Debt has not initiated a foreclosure of its Lien or proceedings to have a receiver appointed for the collateral securing such Non-Recourse Debt, except that (x) the deferral under this clause (ii)(A) shall not extend for more than ninety (90) days after the maturity date of such Non-Recourse Debt, subject to extension of such deferral period for an additional thirty (30) days if prior to the expiration of such initial 90 day period the Borrower has provided to the Administrative Agent reasonably satisfactory evidence that the Loan Party or Subsidiary is continuing to actively pursue such extension or refinancing; or (B) fails to observe or perform any other material agreement or condition relating to any such IndebtednessNon-Recourse Debt or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event in each case that is to causenot waived, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of continues beyond any applicable grace or cure period therefor and results in such Non-Recourse Debt or Guarantee becoming or being declared immediately due and payable; (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any Event of Default (as defined in such Swap Contract) as to cause, with which any Loan Party is the giving of notice if required, Defaulting Party (as defined in such Indebtedness Swap Contract) that is not waived and continues beyond any cure period provided therein or (B) any Termination Event (as defined in such Swap Contract) under such Swap Contract as to become due or to be repurchased, prepaid, defeased or redeemed which any Loan Party is an Affected Party (automatically or otherwise)as defined therein) and, in each caseeither event, prior to its Stated Maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due the Swap Termination Value owed by any Loan Party as a result thereof is greater than the Threshold Amount or (iv) there exists (A) an Event of the sale or transfer or other Disposition Default (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and as defined under the documents providing for such Indebtedness and such Indebtedness is repaid when required BofA Agreement) under the documents providing for BofA Agreement that is not waived and continues beyond any cure period provided therein and results in such Indebtednessdebt under the BofA Agreement becoming or being declared immediately due and payable, (yB) events an Event of default, termination events or any other similar event Default (as defined under the documents governing Swap Contracts for so long ▇▇▇▇▇ Agreement) under the ▇▇▇▇▇ Agreement that is not waived and continues beyond any cure period provided therein and results in such debt under the ▇▇▇▇▇ Agreement becoming or being declared immediately due and payable, (C) an Event of Default (as defined under the KeyBank Agreement) under the KeyBank Agreement that is not waived and continues beyond any cure period provided therein and results in such event of defaultdebt under the KeyBank Agreement becoming or being declared immediately due and payable, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (zD) Indebtedness an Event of Default (as defined under the Capital One Agreement) under the Capital One Agreement that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by and continues beyond any cure period provided therein and results in such debt under the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Capital One Agreement becoming or being declared immediately due and payable; or

Cross-Default. Any Loan Party (i) The Borrower or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after taking into account any applicable grace or cure periods in respect of any (a) Recourse Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; 20,000,000, or (b) Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $25,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee described in subsections (a) or (b), above, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$5,000,000; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (or, with respect to clauses (A)(y) and (B)(y) only, Parent or any of its Subsidiaries) (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of (x) any Indebtedness (other than Indebtedness hereunder the Obligations and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; Threshold Amount (or (y) the Holdco Notes so long as the Holdco Notes have an aggregate outstanding principal amount equal to or greater to the Threshold Amountthat is Second Lien Debt) or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednesscondition, or any event or condition occurs that results, in each case relating to (x) any Indebtedness (other event occursthan the Obligations and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the Threshold Amount or (y) the Holdco Notes so long as the Holdco Notes have an aggregate outstanding principal amount equal to or greater to the Threshold Amount, in each case the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its Stated Maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Restricted Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, provided further, that, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after taking into account any applicable grace or cure periods in respect of any (a) Recourse Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $100,000,000, or (b) Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than an amount equal to or greater than the $1,500,000; 5% of Total Asset Value as of any date, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee described in subsections (a) or (b), above, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$100,000,000; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder hereunder, but including Indebtedness outstanding under the 2029 Notes Indenture and intercompany Indebtednessthe 2029 Notes) having an aggregate outstanding principal amount equal to or greater of not less than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness having an aggregate outstanding principal amount of not less than the Threshold Amount, or any other event occursoccurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event 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 or beneficiary or beneficiaries) to cause (after the expiration delivery of any applicable notice if required and after giving effect to any waiver, amendment, cure or grace or cure period therefor to causeperiod), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity; provided that this clause (e)(BB) shall not apply to (xi) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, sale or transfer or Disposition (including a Casualty Event) is permitted hereunder and under hereunder, (ii) any Indebtedness if (x) the documents providing for sole remedy of the holder thereof in the event of the non-payment of such Indebtedness and such Indebtedness is repaid when required under or the documents providing for such Indebtedness, non-payment or non-performance of obligations related thereto or (y) events of defaultsole option is to elect, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of defaultin each case, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of to convert such Indebtedness is to convert) into Qualified Equity Interests and cash in lieu of fractional shares and (other than Disqualified Stock or, iii) in the case of a SubsidiaryIndebtedness which the holder thereof may elect to convert into Qualified Equity Interests, Disqualified Stock or Preferred Stock) in accordance with its termssuch Indebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that, that any such failure described under clause (A) or (B) is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms prior to any termination of the documents governing such Indebtedness prior to the Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the (after giving effect to any applicable grace period with respect theretoperiods, if any cures or waivers) when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, in each case with the giving of notice if requiredrequired but after giving effect to any applicable grace periods, cures or waivers, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that no such event under the ABL Credit Agreement shall constitute an Event of Default under this clause (e)(BSection 8.01(e) shall not apply until the earliest to occur of (x) secured Indebtedness the date that becomes due as a result of the sale is sixty (60) days after such event or transfer or other Disposition circumstance (including a Casualty Event) of the property or assets securing such Indebtedness, but only if such sale, transfer event or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtednesscircumstance has not been waived or cured), (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant Indebtedness under the ABL Credit Agreement and (z) the exercise of any remedies by the administrative agent under the ABL Credit Agreement in respect of any Collateral; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to Section 8.02which the Borrower or a Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which Borrower or a Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Loan Party (i) The Borrower or any Subsidiary (A) fails of its Subsidiaries shall fail to make pay any payment beyond principal of or premium or interest on any of its Debt or any amounts owing by it under any Hedging Arrangement when the applicable grace period with respect thereto, if any same becomes due and payable (whether by at scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in respect ); provided that the aggregate principal amount of any Indebtedness all such Debt (other than Indebtedness hereunder any Debt created hereunder) and intercompany Indebtedness) having an aggregate outstanding principal amount equal to all amounts owed under such Hedging Arrangements is at least $15,000,000 (or greater than the $1,500,000; or (B) fails to observe or perform equivalent in any other currency and based on the termination value thereof in the case of a Hedging Arrangement), (ii) the Borrower or any of its Subsidiaries shall fail to comply with any of its covenants or agreements under any agreement or condition instrument relating to any of its Debt or under any Hedging Arrangement and such Indebtedness, failure enables or any other event occurs, the effect of which default or other event is to cause, or to permit permits the holder or holders of such Indebtedness (Debt or a the counterparty under such Hedging Arrangement, or any trustee or agent on behalf its or their behalf, without the lapse of such holder or holders or beneficiary or beneficiaries) after the expiration of any further grace periods (any applicable grace periods having expired), to cause such Debt or cure period therefor to cause, with the giving of notice if required, amounts under such Indebtedness Hedging Arrangement to become due due, or to be repurchasedrequire the prepayment, prepaidrepurchase, defeased redemption or redeemed (automatically or otherwise), in each casedefeasance thereof, prior to its Stated Maturityscheduled maturity; provided that the aggregate principal amount of all such Debt (other than any Debt created hereunder) and all amounts owed under such Hedging Arrangements is at least $15,000,000 (or the equivalent in any other currency and based on the termination value thereof in the case of a Hedging Arrangement); provided, further, that any such failure described in this clause (e)(Bii) under the ABL Documents (except with respect to Events of Default (as defined in the ABL Credit Agreement) of the type specified by Sections 11.1.1 and 11.1.5 of the ABL Credit Agreement) shall not constitute an Event of Default under this clause (ii) until the earliest of (A) the Debt under the ABL Documents being declared to be due and payable prior to the stated maturity thereof, (B) the exercise of remedies by the ABL Representative and/or lenders under the ABL Documents in respect of any Collateral (it being understood and agreed that effectiveness of “cash dominion”, in itself, does not constitute such exercise of remedies for purposes hereof) and (C) the date that is thirty (30) days after the occurrence of an “event of default” (however denominated) as a result thereof under the ABL Documents unless such event of default has been waived or cured, and (iii) any Debt of the Borrower or any of its Subsidiaries or any amounts owing by the Borrower or any of its Subsidiaries under any Hedging Arrangement shall be declared to be due and payable prior to the stated maturity thereof, provided that (A) the aggregate principal amount of all such Debt (other than any Debt created hereunder) and all amounts owed under such Hedging Arrangements is at least $15,000,000 (or the equivalent in any other currency and based on the termination value thereof in the case of a Hedging Arrangement) and (B) this clause (iii) shall not apply to (x) secured Indebtedness Debt that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such IndebtednessDebt, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events occurrence of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such or condition (other than an “event of default”, however denominated) that requires a prepayment, repurchase, redemption, defeasance or termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts Debt or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is Hedging Arrangement pursuant to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing agreements and instruments relating to such Indebtedness Debt or Hedging Arrangement as in effect prior to the acceleration occurrence of the Loans pursuant to such event or condition, or (y) any Debt becoming due as a result of a refinancing, extension, renewal or replacement thereof permitted under Section 8.02; or6.02;

Cross-Default. Any Loan Party or any Subsidiary (Ai) fails to make defaults in any payment beyond of principal of, or premium or interest on, any obligation (v) for money borrowed, (w) under any conditional sale or other title retention agreement, (x) issued or assumed as full or partial payment for property whether or not secured by a purchase money mortgage, (y) under notes payable or drafts accepted representing extensions of credit or (z) Guarantees of the applicable foregoing, in each case, constituting Recourse Debt (other than the Obligations), after the expiration of any period of grace period provided with respect thereto, if or any (whether by scheduled maturity, required prepayment, acceleration, demand, Loan Party or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; or (B) Subsidiary fails to perform or observe or perform any other agreement agreement, term or condition relating to contained in any such Indebtedness, agreement evidencing Recourse Debt (or any other event occursthereunder or under any such agreement occurs and is continuing), after the expiration of any grace period, and the effect of which such payment default or other failure or event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor obligation to cause, with the giving of notice if required, such Indebtedness obligation to be demanded or to become due (or such obligation becomes subject to be repurchasedrequired repurchase or an offer to repurchase by any Loan Party or any Subsidiary) prior to any stated maturity; provided that the aggregate amount of all obligations as to which such a payment default or other failure or event shall occur exceeds $30,000,000 at the time of such default or other failure or event; or (ii) defaults in any payment of principal of, prepaidor premium or interest on, defeased any obligation (v) for money borrowed, (w) under any conditional sale or redeemed other title retention agreement, (automatically x) issued or otherwise)assumed as full or partial payment for property whether or not secured by a purchase money mortgage, (y) under notes payable or drafts accepted representing extensions of credit or (z) Guarantees of the foregoing, in each case, constituting Non-Recourse Debt, after the expiration of any period of grace provided with respect thereto, or any Loan Party or any Subsidiary fails to perform or observe any other agreement, term or condition contained in any agreement evidencing Non-Recourse Debt (or any other event thereunder or under any such agreement occurs and is continuing), after the expiration of any grace period, and the effect of such payment default or other failure or event is to cause, or to permit the holder or holders of such obligation to cause, with the giving of notice if required, such obligation to be demanded or to become due (or such obligation becomes subject to required repurchase or an offer to repurchase by any Loan Party or any Subsidiary) prior to its Stated Maturityany stated maturity; provided that the aggregate amount of all obligations as to which such a payment default or other failure or event shall occur exceeds $100,000,000 at the time of such default or other failure or event; provided, further, that this clause (e)(BSection 8.01(e) shall not apply to (x1) secured Indebtedness obligations that becomes become due as a 91 result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtednessobligations, if such sale or transfer is permitted under the terms of such obligations and such obligations are paid at or prior to the time they becomes due (or within any applicable grace period) as a result of such transaction, (2) any obligations that become due as a result of a refinancing thereof, (3) obligations held in whole or in part by any Lender or any of their respective affiliates (within the meaning of Regulation U of the FRB) that become due or enables or permits the holders thereof to cause such obligations to become due solely as a result of a breach of terms governing the sale, transfer pledge or Disposition disposal of margin stock (including a Casualty Eventwithin the meaning of Regulation U of the FRB) is permitted hereunder and under would cause this Agreement or any Loan to be subject to the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events margin requirements or any other similar event restriction under Regulation U of the documents governing Swap Contracts for FRB or (4) any obligations that are mandatorily prepayable prior to the scheduled maturity thereof with the proceeds of the issuance of Equity Interests, the incurrence of other Indebtedness or the sale or other disposition of any assets, so long as such obligations that have become due are so prepaid with the net proceeds required to be used to prepay such obligations when due (or within any applicable grace period) and such event shall not have otherwise resulted in an event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any default with respect to such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02obligations; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; Threshold Amount or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the Threshold Amount, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its Stated Maturitystated maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Restricted Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, provided further, that, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party (i) The Company or any Subsidiary (A) fails to make any payment beyond the applicable grace period with in respect theretoof any Indebtedness (other than Specified Acquisition Debt) or Contingent Obligation (other than in respect of Swap Contracts), if having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in respect the relevant document on the date of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000such failure; or (B) fails to perform or observe or perform any other agreement condition or condition relating to any such Indebtednesscovenant, or any other event occursshall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than Specified Acquisition Debt) or Contingent Obligation, and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure if the effect of which default such failure, event or other event condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, cause such Indebtedness to become be declared to be due and payable, or to be required to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, prior to its Stated Maturitystated maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (1) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (2) any Termination Event (as so defined) as to which the Company or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than $10,000,000; provided, that any Event of the sale Default arising under clause (i)(B) in respect of Indebtedness evidenced or transfer governed by either Note Agreement shall be determined without regard to any amendment to or other Disposition (including a Casualty Event) waiver of the property or assets securing any provision of such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events Note Agreement or any other similar event under related document or instrument entered into by the documents governing Swap Contracts for so long as such event of defaultparties thereto in anticipation of, termination event concurrent with or other similar event does not result in subsequent to the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default event or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02circumstance; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000Threshold Amount; or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occursoccurs (other than a default or an event of default in respect of the observance of or compliance with any financial maintenance covenant, which is addressed by clause (C) below), the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or in an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its Stated Maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Restricted Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, provided further, that, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the any acceleration of the Loans pursuant to Section 8.02; or (C) fails to observe or perform any other agreement or condition relating to any such Indebtedness containing or otherwise requiring observance or compliance with a financial maintenance covenant and the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) have caused such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturity (“Acceleration”); provided however that if such holder or holders (or a trustee or an agent on behalf of such holder or holders or beneficiary or beneficiaries) irrevocably rescind such Acceleration, the Event of Default with respect to this clause (e)(C) shall automatically cease from and after such date; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of the Medium Term Note Indebtedness, the Senior Notes Indebtedness or any other Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to the Medium Term Note Indebtedness, the Senior Notes Indebtedness or any other such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02; orThreshold Amount;

Cross-Default. Any Loan Party (i) The Company or any Subsidiary (A) fails to make perform or observe any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, condition or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednesscovenant, or any other event occursshall occur or condition shall exist, under any agreement or instrument relating to any Indebtedness of the Company or any Subsidiary having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $50,000,000, and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure if (A) the effect of which default such failure, event or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, cause such Indebtedness to become due or be declared to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, due and payable prior to its Stated Maturitystated maturity or (B) such failure is the failure to pay principal or interest on the final stated maturity date of such Indebtedness; or (ii) if there shall occur any default or event of default, however denominated, under any cross default provision under any agreement or instrument relating to any Indebtedness of the Company or any Subsidiary of more than $50,000,000 and the effect of such default or event of default is to permit such Indebtedness to be declared to be due and payable prior to its stated maturity; provided that this clause subsection (e)(Be) shall not apply to (x) secured any repayment, put or similar provision which permits any holder of any Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of Company to compel the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events Company to repay all or any other similar event under the documents governing Swap Contracts for so long as such event portion of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration stated maturity of such Indebtedness as long as such repayment, put or similar provision is not triggered by a default, event of default or change of control which permits such Indebtedness to be declared due and payable prior to its stated maturity (for purposes of clarification, the triggering of payments pursuant to any change of control provision contained in any of the Loans pursuant to Section 8.02Company’s Pension Plans, Multiemployer Plans, other Plans and any other employee benefit plan, arrangement or agreement whether or not covered by ERISA shall not constitute a breach of this subsection (e)); or

Cross-Default. Any Loan Party (i) The Company or any Material Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise and after any applicable grace period) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) or Guarantee having an aggregate outstanding principal amount equal (including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount (any such Indebtedness or Guarantee, “Threshold Indebtedness”), or (B) fails to observe or perform (after any applicable grace period) any other agreement or condition relating to any such IndebtednessThreshold Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event (other than (w) the mandatory prepayment of any bridge financing made with the proceeds of permanent financing intended for such purpose, (x) any such default or event arising solely out of the violation by the Company or any of its Subsidiaries of any covenant in any way restricting the Company, or any such Subsidiary’s, right or ability to sell, pledge or otherwise dispose of Unrestricted Margin Stock, (y) any event requiring the repurchase, repayment or redemption (automatically or otherwise) or an offer to repurchase, prepay or redeem any Threshold Indebtedness, or the delivery of any notice with respect thereto, solely as a result of the Company’s or any of its Subsidiaries’ failure to consummate a merger or other acquisition contemplated to be funded in whole or in part with the proceeds of such Threshold Indebtedness or (z) for the avoidance of any doubt, any right (including any prior right) of a holder or holders of any Threshold Indebtedness that is convertible into equity securities to require the repurchase, repayment or redemption of such Threshold Indebtedness on a predetermined date provided in the documentation for such Threshold Indebtedness, or an offer to repurchase, repay or redeem such Threshold Indebtedness on such date or the delivery of a notice with respect thereto) is to cause, or to permit the holder or holders or the beneficiary or beneficiaries of such Threshold Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Threshold Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturity; provided that this clause stated maturity, or such Threshold Indebtedness to become payable or cash collateral in respect thereof to be demanded (e)(B) shall not apply to other than as described in clauses (w), (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness), (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or and (z) Indebtedness that upon of this clause (B)); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of default under such Swap Contract as to which the happening of Company or any Subsidiary is the Defaulting Party (as defined in such default or event automatically converts (or Swap Contract) and the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived Swap Termination Value owed by the holders of Company or such Indebtedness in accordance with Subsidiary as a result thereof is greater than the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (i) Any Loan Party or any Subsidiary of a Loan Party with a net worth in excess of $10,000,000 (A) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of such Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including drawn and outstanding amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee of such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver), the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount or (iii) any Event of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) Default occurs and is permitted hereunder and continuing under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, Term Loan Facility (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02defined therein); or

Cross-Default. Any Loan Party Notwithstanding the provision relating to the repayment of monies advanced as hereinbefore provided, the Borrower hereby expressly agrees that if any sums shall be due from the Borrower to the Bank or any Subsidiary (A) fails subsidiary or related company of the Bank from time to make time or at any payment beyond time or if the applicable grace period with respect thereto, if Borrower may be or become liable to the Bank or any (whether by scheduled maturity, required prepayment, acceleration, demand, subsidiary or otherwise) in respect related company of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, Bank anywhere on banking account or any other event occursaccount current or otherwise in any manner whatsoever or if default is made in any provisions of such accounts or in any other banking facilities granted by the Bank or any subsidiary or related company of the Bank to the Borrower or in any of the provisions herein, then and in such event, the effect of which default Operating Overdraft Facility and/or the Non- Revolving Loan and/or the Revolving Term Loan (as the case may be) and all advances and interest herein together with all monies payable under such accounts or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to facilities aforesaid shall immediately become due and payable and the security herein become immediately enforceable as security for all moneys and liabilities whatsoever now or hereafter from time to time owing or payable to the Bank or any subsidiary or related company of the Bank by the Borrower and/or the Security Party whether alone or jointly and severally with another or others and whether as principal or surety notwithstanding that the Borrower and/or Security Party may at any time or time(s) cease to be repurchased, prepaid, defeased indebted to the Bank or redeemed (automatically any subsidiary or otherwise), in each case, prior to its Stated Maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result related company of the sale Bank for any period or transfer or other Disposition (including a Casualty Eventperiods and notwithstanding that the account(s) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under Borrower and/or Security Party with the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events Bank or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event subsidiary or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy related company of the holders Bank may for any cause whatsoever cease to be a current account(s) and notwithstanding any settlement of such Indebtedness is to convertaccount(s) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02; orotherwise.

Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise and after giving effect to any applicable grace period) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal outstanding (including amounts owing to all creditors under any combined or greater syndicated credit arrangement), when taken together with the principal amount of all other Indebtedness and Guarantees outstanding (other than Indebtedness hereunder and under Swap Contracts) as to which such failure has occurred, exceeding the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such any Indebtedness or the beneficiary or beneficiaries of any Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturity; provided that this clause stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded, which Indebtedness or Guarantee, when taken together with the unpaid principal amounts of all other Indebtedness and Guarantees (e)(B) shall not apply to (x) secured other than Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under Swap Contracts) as to which any such failure or event has occurred, exceeds the documents providing for Threshold Amount; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Indebtedness Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as defined in such Swap Contract) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as defined in such Swap Contract) and, when taken together with all other Swap Contracts as to which events of default or events referred to in the immediately preceding clauses (A) and (B) are applicable, the Swap Termination Value owed by the Loan Parties and their Subsidiaries exceeds the Threshold Amount and such Indebtedness is repaid Loan Party or such Subsidiary fails to pay such Swap Termination Value when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02due after applicable grace periods; or”.

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount and such default continues after any applicable grace period, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if requiredrequired and the expiration of any applicable grace period, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made by the Borrower or any Restricted Subsidiary, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Restricted Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount; or (iii) there occurs an Event of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and Default under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Existing Revolving Credit Agreement; or

Cross-Default. Any Loan Party (i) The Borrower or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than $20,000,000, after the $1,500,000; giving of any required notice and the expiration of any applicable grace period or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, after the expiration of any applicable grace notice or cure period therefor to cause, with the giving of notice if requiredperiod, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$20,000,000; or

Cross-Default. Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal to or greater of more than $100,000,000 and such failure continues after the $1,500,000; passing of the applicable notice and grace periods, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case, beyond the applicable grace, cure, extension, forbearance or similar period, if the effect of which default or other event failure 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, cause such Indebtedness to become due or be declared to be repurchased, prepaid, defeased due and payable or redeemed (automatically required to be repurchased or otherwise), in each case, prepaid(other than regularly scheduled payment) prior to its Stated Maturity; stated maturity (provided that this that, with respect to clause (e)(BB) only, the foregoing shall not apply to any mandatory tender, mandatory prepayment or put in connection with the consummation of any transaction not prohibited by this Agreement); or (xii) secured Indebtedness that becomes due there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of thereof is greater than the sale $100,000,000 (2) after giving effect to any applicable grace, cure, extension, forbearance or transfer or other Disposition (including a Casualty Event) of similar period, the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders effect of such Indebtedness Early Termination Date is to convertcause such Swap Termination Value to become due and (3) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is Swap Termination Value has not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02been paid when due; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise but after giving effect to any applicable grace periods) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder hereunder, Indebtedness under Swap Contracts and intercompany Indebtednessdebt owing to a Loan Party) having an aggregate outstanding principal amount equal (including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform (after giving effect to any applicable grace periods) any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occursoccurs under the terms of any such agreement or instrument, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturity; provided that this clause stated maturity (e)(B) shall not apply to (x) secured other than any conversion of Convertible Bond Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing in accordance with its terms unless such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or conversion results from any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts of default by any Loan Party or Restricted Subsidiary thereunder or a “change of control”, “fundamental change” or similar occurrence thereunder), or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs (A) under any Swap Contract, Capped Call Transaction, Convertible Bond Hedge Transaction or Warrant Transaction an Early Termination Date (as defined in such Swap Contract, Capped Call Transaction, Convertible Bond Hedge Transaction or Warrant Transaction) resulting from any default or event of default under such Swap Contract, Capped Call Transaction, Convertible Bond Hedge Transaction or Warrant Transaction as to which any Loan Party or any Restricted Subsidiary is the same remedy of the holders of Defaulting Party (as defined in such Indebtedness is to convertSwap Contract, Capped Call Transaction, Convertible Bond Hedge Transaction or Warrant Transaction) into Equity Interests (other than Disqualified Stock orand, in the case of any Capped Call Transaction, Convertible Bond Hedge Transaction or Warrant Transaction, the Swap Termination Value cannot be satisfied by the issuance of common stock of the Borrower) or (B) under any Swap Contract any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Restricted Subsidiary as a Subsidiaryresult thereof is greater than the Threshold Amount, Disqualified Stock or Preferred Stock) and in accordance with its terms; provided, further, thatthe case of any Early Termination Date resulting from such a Termination Event, such failure is unremedied and Early Termination Date is not validly waived by the holders of rescinded or such Indebtedness in accordance with the terms of the documents governing Swap Termination Value is not paid within two (2) Business Days following such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Early Termination Date; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness (other than Indebtedness hereunder and intercompany including the ABL Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; ), or (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness (including the ABL Indebtedness) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of any Guarantee thereof (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness in an aggregate amount in excess of $17,500,000 or any ABL Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness in each casean aggregate amount in excess of $17,500,000 or any ABL Indebtedness to be made, prior to its Stated Maturitystated maturity or such Guarantee in an aggregate amount in excess of $17,500,000 or Guarantee with respect to the ABL Indebtedness either to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract, or any analogous event however defined) resulting from any event of default under such Swap Contract as to (x) secured Indebtedness that becomes due which a Loan Party or any Subsidiary thereof is the defaulting party and, in such event, the Swap Termination Value owed by the Loan Party or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$17,500,000; or

Cross-Default. Any Loan Party (i) The Borrower or any Subsidiary (A) fails to make defaults in any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise and after applicable notices have been given and grace periods have expired) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; 50,000,000, or (B) fails to observe or perform defaults in the performance of any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto (after all applicable notices have been given and grace periods have expired), or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if requiredrequired and after all applicable grace periods have expired, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded, except with respect to the financial maintenance covenants contained in the Existing Revolving Credit Agreement or any amendment thereto or any Permitted Refinancing thereof or in the Bond Purchase and Covenants Agreement or any amendment thereto or any Permitted Refinancing thereof, (ii) a default or event of default shall occur under any Indebtedness or Guarantee if that default results in the acceleration of such Indebtedness prior to its stated maturity or such Guarantee becoming payable or cash collateral in respect thereof being demanded, and, in each case, prior the principal amount of any such Indebtedness or Guarantee exceeds $50,000,000 in the aggregate; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to its Stated Maturity; provided that this clause which the Borrower or any Subsidiary is the Defaulting Party (e)(Bas defined in such Swap Contract) shall not apply or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (xas so defined) secured Indebtedness that becomes due and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$50,000,000; or

Cross-Default. Any Loan Party (i) MW, any of its Subsidiaries, the Borrower or any Subsidiary of the Borrower (A) fails to make any payment beyond in respect of any Indebtedness or Contingent Obligation (other than in respect of Swap Contracts) or lease obligations under the applicable grace period with respect theretoDesignated Leases, if having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $5,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in respect the relevant document on the date of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000such failure; or (B) fails to perform or observe or perform any other agreement condition or condition relating to any such Indebtednesscovenant, or any other event occursshall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation or lease obligation under the Designated Leases, and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure if the effect of which default such failure, event or other event condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, cause such Indebtedness to become due or Contingent Obligation or lease obligation under the Designated Leases to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, declared to be due and payable prior to its Stated Maturitystated maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and there occurs under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of Contract an early termination date resulting from (1) any event or default under such Swap Contract as to which MW, any Subsidiary of MW, the Borrower or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder Subsidiary is the defaulting party or (z2) Indebtedness that upon any termination event as to which MW, any Subsidiary of MW, the happening of Borrower or any such default or event automatically converts (or the same remedy of the holders of such Indebtedness Subsidiary is to convert) into Equity Interests (other than Disqualified Stock oran affected party, and, in either event, the case swap termination value owed by MW, any Subsidiary of MW, the Borrower or such Subsidiary as a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure result thereof is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02greater then $5,000,000; or

Cross-Default. Any (i) With respect to any Indebtedness or guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount any Loan Party or any Subsidiary its Subsidiaries (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, and after passage of any grace period) in respect of any such Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; guarantee, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, and such default continues for more than the grace or cure period, if any, therein specified, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or beneficiary of such guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by a Loan Party or any Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. Any Loan Party (i) The Borrower, EnLink Holdings or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having in an aggregate outstanding principal amount equal to which exceeds the Threshold Amount and such failure continues after the passing of the applicable notice and grace periods (other than such Indebtedness the validity of which is being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the books of the Borrower, EnLink Holdings or greater than the $1,500,000; such Restricted Subsidiary as required by GAAP), or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiariesholders) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower, EnLink Holdings or any Restricted Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower, EnLink Holdings or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower, EnLink Holdings or such Restricted Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests Threshold Amount (other than Disqualified Stock oramounts under such Swap Contract, the validity of which are being contested in good faith, by appropriate proceedings (if necessary) and for which adequate reserves with respect thereto are maintained on the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms books of the documents governing Borrower, EnLink Holdings or such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Restricted Subsidiary as required by GAAP); or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after taking into account any applicable grace or cure periods in respect of any (a) Recourse Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $40,000,000, or (b) Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than an amount equal to or greater than the $1,500,000; 5% of Total Asset Value as of any date, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee described in subsections (a) or (b), above, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$40,000,000; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtednessbut including Indebtedness outstanding under the First Lien Loan Documents) at the final scheduled maturity thereof having an aggregate outstanding principal amount equal to or greater of not less than the $1,500,000; or Threshold Amount, (B) fails to observe make any payment of principal or perform interest beyond the applicable grace period in respect of any other agreement or condition relating to any Indebtedness outstanding under the First Lien Loan Documents having an aggregate outstanding principal amount of not less than the Threshold Amount and such Indebtedness, or any other event occurs, the effect of which payment default or other event is to cause, or to permit the holder or holders has not been cured within five Business Days of such Indebtedness payment default (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace period therein), (C) except as provided in clause (A) or (B) above, fails to make any payment beyond the applicable grace period, if any, whether by required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder), having an aggregate outstanding principal amount of not less than the Threshold Amount, the effect of which failure to make payment, default or other event under either this clause (C) or (D) below is to cause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure period therefor to causeor grace period), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity or (D) fails to observe or perform any other agreement or condition relating to any such Indebtedness referenced in clause (A) above, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which failure to make payment, default or other event under either clause (C) or (D) above is to cause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(BD) shall not apply to (xi) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, sale or transfer or Disposition (including a Casualty Event) is permitted hereunder and under hereunder, (ii) any Indebtedness if (x) the documents providing for sole remedy of the holder thereof in the event of the non-payment of such Indebtedness and such Indebtedness is repaid when required under or the documents providing for such Indebtedness, non-payment or non-performance of obligations related thereto or (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy sole rights of the holders of holder(s) thereof is to elect, in each case, to convert such Indebtedness is to convert) into Qualified Equity Interests and cash in lieu of fractional shares and (other than Disqualified Stock or, iii) in the case of a SubsidiaryIndebtedness which the holder thereof may elect to convert into Qualified Equity Interests, Disqualified Stock or Preferred Stock) in accordance with its termssuch Indebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that, that such failure is unremedied and or is not validly waived by the holders of such Indebtedness in accordance with the terms prior to any termination of the documents governing such Indebtedness prior to the Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party (i) The Borrower or any Subsidiary Affiliate or Subsidiary, for more than 30 days, (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee Bank of America/BJ’s Restaurants, Inc./Amended and Restated Credit Agreement (9-3-14.3) (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of thereof is greater than the sale Threshold Amount; or transfer or (iii) a default occurs under any other Disposition (including a Casualty Event) of agreement the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events Borrower or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date Guarantor or any acceleration of their related entities or prepayment Affiliates has with Administrative Agent or any affiliate of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Administrative Agent; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make pay any payment beyond the applicable grace period with respect thereto, if any principal of or premium or interest when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than $10 million and such failure shall continue beyond the $1,500,000; applicable grace period, if any, specified in the agreement or instrument governing such Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee (other than Indebtedness hereunder or Indebtedness under Swap Contracts) 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 $25 million and such failure shall continue beyond the applicable grace period, if any, specified in the agreement or instrument governing such Indebtedness, or any other event occurs, the effect and in respect of which default or other event is to causesuch, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if requiredhave caused, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor have demanded an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due and the Swap Termination Value owed by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International or such Subsidiary as a result of the sale thereof is more than $25 million or transfer or other Disposition (including a Casualty EventB) of the property or assets securing any Termination Event (as so defined) under such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events Swap Contract as to which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International or any other similar event under Subsidiary is an Affected Party (as so defined) and the documents governing Swap Contracts for so long Termination Value owed by ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International or such Subsidiary as such event of default, termination event or other similar event does not a result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness thereof is to convert) into Equity Interests (other more than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$10 million; or

Cross-Default. (i) Any Loan Party or any Significant Subsidiary or one or more Subsidiaries that in the aggregate would constitute a Significant Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than (x) Indebtedness hereunder hereunder, (y) Indebtedness under the First Lien Loan Documents and intercompany Indebtedness(z) Indebtedness under Swap Contracts) having an aggregate outstanding principal amount equal amount(including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed and not apply to (x) secured Indebtedness that becomes paid on the due date by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or (iii) any Loan Party or any Significant Subsidiary fails to make payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) after lapse of the sale all applicable grace periods of any principal of or transfer interest on any Indebtedness outstanding, or fees or other Disposition (including a Casualty Event) of the property or assets securing such Indebtednessamounts owing, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness First Lien Loan Documents, and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the each case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders shall continue for a period of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02; orforty-five (45) consecutive days;

Cross-Default. (i) Any Loan Party or any Material Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; or Threshold Amount, (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or (C) any other event occurs, in each case, the effect of which non-payment, default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (other than (1) any prepayment of Indebtedness required in connection with a Disposition otherwise permitted thereunder and (2) any conversion of Convertible Bond Indebtedness in accordance with its terms unless such conversion results from any default or event of default by any Loan Party or Material Subsidiary thereunder or a “change of control”, “fundamental change” or similar occurrence thereunder); provided that this clause or (e)(Bii) shall not apply there occurs (A) under any Swap Contract, Convertible Bond Hedge Transaction or Warrant Transaction an Early Termination Date (as defined in such Swap Contract, Convertible Bond Hedge Transaction or Warrant Transaction) resulting from any event of default under such Swap Contract, Convertible Bond Hedge Transaction or Warrant Transaction as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract, Convertible Bond Hedge Transaction or Warrant Transaction) secured Indebtedness that becomes due or (B) under any Swap Contract any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition Threshold Amount (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock orand, in the case of a Subsidiaryany Convertible Bond Hedge Transaction or Warrant Transaction, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is the Swap Termination Value cannot validly waived be satisfied by the holders issuance of such Indebtedness in accordance with the terms common stock of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Borrower); or (dd) Section 9.03 is hereby amended to read as follows:

Cross-Default. Any Loan Party The Borrower or any Subsidiary (A) fails to make defaults in any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise and after applicable notices have been given and grace periods have expired) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; 50,000,000, or (B) fails to observe or perform defaults in the performance of any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto (after all applicable notices have been given and grace periods have expired), or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if requiredrequired and after all applicable grace periods have expired, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract 47354535_7 an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$50,000,000; or

Cross-Default. Any Loan Party (i) Borrower or any Subsidiary (A) fails to make any payment beyond prior to the applicable grace period with respect thereto, if any delinquency thereof (whether by as a result of scheduled maturity, required prepayment, acceleration, demand, or otherwise) (and all notice and grace periods have lapsed) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal to or greater of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform perform, beyond any applicable notice and cure periods, any other material agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, cause such Indebtedness to be demanded or to become due prior to its stated maturity or such Indebtedness to be repurchased, prepaid, defeased or redeemed (automatically prior to its stated maturity, or otherwise)such Guarantee to become payable or cash collateral in respect thereof to be demanded, in each case, prior after all notice and grace periods have lapsed, other than due to its Stated Maturity; provided that this clause the voluntary act of Borrower or any Subsidiary not constituting a default under such Indebtedness (e)(B) shall not apply to (x) secured Indebtedness that becomes due as except for any default or other event which arises in connection with the disposition of assets, or a result change of control of or the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtednessany equity interest in any Subsidiary, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such Indebtedness or Guarantee is repaid in full substantially simultaneously with such disposition or change of control); and/or (ii) (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default, termination event or other similar event does not result in the occurrence of an early termination date default under such Swap Contract as to which Borrower or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (zB) Indebtedness that upon any Termination Event (as so defined) under such Swap Contract as to which Borrower or any Subsidiary is the happening of any sole Affected Party (as so defined) and all transactions covered by such default or event automatically converts Swap Contract are Affected Transactions (or the same remedy of the holders of such Indebtedness is to convertas so defined) into Equity Interests (other than Disqualified Stock orand, in either event, the case of Swap Termination Value owed by Borrower or such Subsidiary as a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its termsresult thereof is greater than the Threshold Amount; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior provided that to the acceleration extent such Swap Contract is governed by a master agreement, an Early Termination Date (as so defined) has been designated in respect of the Loans pursuant to Section 8.02all transactions under such master agreement; or

Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; 20,000,00050,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturity; stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (except for due on sale clauses in Indebtedness related to capital leases permitted under Section 7.02(b) or 7.02(e)), provided that this clause (e)(BB) shall not apply to any payment, purchase, conversion or settlement with respect to any Permitted Convertible Indebtedness, in each case pursuant to its terms; or (xii) secured Indebtedness that becomes due there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or$20,000,00050,000,000 and, in the case of a Subsidiary, Disqualified Stock or Preferred Stockclause (B) in accordance with its terms; provided, further, thatabove, such failure is unremedied and amount is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02paid within ten days; or

Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) ), after giving effect to any applicable grace period, in respect of any Indebtedness or Guarantee of Indebtedness (in each case, other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts or amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition (after giving effect to any applicable grace periods) relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or Cash Collateral in respect thereof to be demanded; provided provided, that this clause (e)(Be)(i)(B) shall not apply to any early payment requirement or unwinding or termination with respect to any Swap Contract in accordance with the terms thereof where (xI) neither a Loan Party nor any Subsidiary thereof is a Defaulting Party (as defined in such Swap Contract) or an Affected Party (as so defined) under such Swap Contract and (II) the event causing such early payment, unwinding or termination is not an event of the type that would otherwise constitute an Event of Default, or (III) any secured Indebtedness that becomes due as a result of the sale or sale, transfer or other Disposition disposition (including as a Casualty Eventresult of a casualty or condemnation event) of the property or assets securing such Indebtedness, if Indebtedness (to the extent such sale, transfer or Disposition (including a Casualty Eventother disposition is not prohibited under this Agreement) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such secured Indebtedness is repaid in full substantially contemporaneously with such sale, transfer or other disposition; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default, termination event or other similar event does not result in the occurrence of an early termination date default under such Swap Contract as to which a Loan Party or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (zB) Indebtedness that upon the happening of any Termination Event (as so defined) under such default Swap Contract as to which a Loan Party or event automatically converts any Subsidiary thereof is an Affected Party (or the same remedy of the holders of such Indebtedness is to convertas so defined) into Equity Interests (other than Disqualified Stock orand, in either event, the case of Swap Termination Value owed by such Loan Party or such Subsidiary as a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure result thereof is unremedied and is not validly waived by greater than the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. Any Loan Party (i) MW, any of its Subsidiaries, the Borrower or ------------- any Subsidiary of the Borrower (A) fails to make any payment beyond in respect of any Indebtedness or Contingent Obligation (other than in respect of Swap Contracts) or lease obligations under the applicable grace period with respect theretoDesignated Leases, if having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $5,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in respect the relevant document on the date of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000such failure; or (B) fails to perform or observe or perform any other agreement condition or condition relating to any such Indebtednesscovenant, or any other event occursshall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation or lease obligation under the Designated Leases, and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure if the effect of which default such failure, event or other event condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, cause such Indebtedness to become due or Contingent Obligation or lease obligation under the Designated Leases to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, declared to be due and payable prior to its Stated Maturitystated maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and there occurs under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of Contract an early termination date resulting from (1) any event of default under such Swap Contract as to which MW, any Subsidiary of MW, the Borrower or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder Subsidiary is the defaulting party or (z2) Indebtedness that upon any termination event as to which MW, any Subsidiary of MW, the happening of Borrower or any such default or event automatically converts (or the same remedy of the holders of such Indebtedness Subsidiary is to convert) into Equity Interests (other than Disqualified Stock oran affected party, and, in either event, the case swap termination value owed by MW, any Subsidiary of MW, the Borrower or such Subsidiary as a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure result thereof is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02greater than $5,000,000; or

Cross-Default. Any Loan Party or any Restricted Subsidiary thereof (Ai) fails to make any payment of principal, premium or interest beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) ), in respect of any Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness owed by any Loan Party to any other Loan Party or Indebtedness owed by any non-Loan Party Subsidiary to any non-Loan Party Subsidiary) having an aggregate outstanding principal amount equal to or greater of more than the $1,500,000; Threshold Amount or (Bii) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness (other than Indebtedness hereunder and Indebtedness owed by a Loan Party to another Loan Party) having an aggregate outstanding principal amount of more than the Threshold Amount, or any other event occursoccurs (and such failure or event continues past any applicable grace period), the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity; provided that this clause (e)(Be)(ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a any Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, Indebtedness or (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02thereunder; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after taking into account any applicable grace or cure periods in respect of any (a) Recourse Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $40,000,000, or (b) Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than an amount equal to or greater than the $1,500,000; 5% of Total Asset Value as of any date, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee described in subsections (a) or (b), above, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than $40,000,000; or (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty EventSection 9.01(j) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) Credit Agreement is permitted hereunder amended and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long restated to read as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02; orfollows:

Cross-Default. Any Loan Credit Party or any Restricted Subsidiary (Ai) fails to make any payment beyond in respect of any Indebtedness (other than the applicable grace period with Obligations) or Contingent Obligation or Obligations in respect theretoof any Secured Cash Management Agreements, if including Indebtedness under any ABS Documentation or Permitted Receivable Facility Document, having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of the Threshold Amount (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in respect the document relating thereto on the date of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000such failure; or (Bii) fails to perform or observe or perform any other agreement condition or condition relating to any such Indebtednesscovenant, or any other event occursshall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation or Obligations in respect of any Secured Cash Management Agreements, including Indebtedness under any ABS Documentation or Permitted Receivable Facility Document, in excess of the Threshold Amount (other than (1) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder and (2) with respect to Indebtedness consisting of Secured Rate Contracts, termination events or equivalent events pursuant to the terms of such Secured Rate Contracts and not as a result of any other default thereunder by any Credit Party), if the effect of which default such failure, event or other event condition is to cause, or to permit the holder or holders of such Indebtedness or Obligations in respect of any Secured Cash Management Agreements or beneficiary or beneficiaries of such Indebtedness or Obligations in respect of any Secured Cash Management Agreements (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration to cause such Indebtedness or Obligations in respect of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or Secured Cash Management Agreements to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, declared to be due and payable prior to its Stated Maturitystated maturity (without regard to any subordination terms with respect thereto), or such Contingent Obligation or such Indebtedness consisting of Secured Rate Contracts to become payable or cash collateral in respect thereof to be demanded; provided that this (I) the foregoing clause (e)(Be)(ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, sale or transfer or Disposition (including a Casualty Event) is permitted hereunder and under (II) the documents providing for such Indebtedness foregoing clauses (e)(i) and such Indebtedness is repaid when required under the documents providing for such Indebtedness(ii), (y) events with respect to any ABS Documentation or Permitted Receivable Facility Document, shall only apply as a result of any payment default, termination events or bankruptcy default, default in respect of incurrence of debt and/or liens and default in respect of permitted asset sales and collateral dispositions, in each case, if the Borrower in good faith projects that Liquidity for the following twelve (12) months will at any other similar event under time be less than the documents governing Swap Contracts for sum of (i) the minimum Liquidity covenant level set forth in Section 6.2 plus (ii) $10,000,000, and so long as such event projections are provided within five (5) Business Days of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default under such ABS Documentation or event automatically converts (Permitted Receivable Facility Document, no Default or the same remedy Event of the holders of Default shall occur during such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its termsperiod; provided, further, that, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms prior to any termination of the documents governing such Indebtedness prior to the Commitments or acceleration of the Loans pursuant to Section 8.027.2; or

Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment beyond the when due after giving effect to any applicable grace or cure period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal to or greater of more than the $1,500,000; Threshold Amount, or (B) after giving effect to any applicable grace or cure period, fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (other than (1) any provision requiring repayment using the proceeds of the assets securing such Indebtedness upon a permitted Disposition thereof or (2) any “change of control” or similar event, for which the Lenders’ remedy hereunder will be the right to require a mandatory prepayment in accordance with Section 2.04); provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary thereof (A) fails to (beyond the grace period, if any, provided in the agreement pursuant to which such Indebtedness was created) make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder hereunder, Indebtedness under Swap Contracts and intercompany IndebtednessIndebtedness owed to the Borrower or any Restricted Subsidiary thereof) having an aggregate outstanding principal amount equal (including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or any other event occurs, relating thereto the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity (other than (x) any event that permits holders of any Permitted Convertible Indebtedness to convert such Indebtedness or (y) the conversion of any Permitted Convertible Indebtedness, in either case, into common stock of the Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Borrower), cash or a combination thereof), or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Restricted Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as defined in such Swap Contract) under such Swap Contract as to which a Loan Party or any Restricted Subsidiary thereof is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by such Loan Party or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount; provided, that this clause (e)(Bi) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and so long as such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied terms and is that clause (ii)(B) shall not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior apply to the acceleration occurrence of the Loans pursuant to Section 8.02any Early Termination Date under any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction; or

Cross-Default. Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than in excess of the $1,500,000; Threshold Amount or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount in excess of the Threshold Amount, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its Stated Maturitystated maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Eventcasualty event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its termsterms (or any redemption, repurchase, conversion or settlement with respect to any Convertible Debt Security pursuant to its terms unless such redemption, repurchase, conversion or settlement results from a default thereunder or an event of the type that otherwise constitutes an Event of Default under this Agreement); provided, provided further, that, that such failure is unremedied and is or has not validly been waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the any acceleration of the Loans pursuant to Section 8.02; provided further, that in the case of breach of any financial covenant contained in any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount in excess of the Threshold Amount, such breach will not constitute an Event of Default under clause (e)(B) of this Section 8.01 unless the agent and/or lenders thereunder have terminated the commitments in respect of, or demanded repayment of, or otherwise accelerated, any of the Indebtedness or other obligations thereunder; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occursoccurs (it being understood and agreed that such event does not include the occurrence of any customary non-default mandatory prepayment event permitted by this Agreement, including any prepayment, repurchase, redemption or defeasance of any Indebtedness described in the definitions of Interest Coverage Ratio, Consolidated Net Senior Secured Indebtedness and Consolidated Net Total Indebtedness if the related Qualified Acquisition is not consummated), the effect of which default or other event 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 or beneficiary or beneficiariesholders) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Restricted Subsidiary thereof is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Restricted Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Restricted Subsidiary as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness Threshold Amount and such Indebtedness is repaid when required Loan Party or such Restricted Subsidiary has not paid all amounts owing under such Swap Contract on the documents providing date provided for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02therein; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, in each case [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or Cash Collateral in respect thereof to be demanded; provided (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed and unpaid by such Loan Party as a result thereof is greater than the Threshold Amount; provided, that this clause (e)(Be) shall not apply to (x) secured Indebtedness any repurchase, prepayment, defeasance, redemption, conversion or settlement with respect to any Convertible Debt permitted under Section 7.02(n) pursuant to its terms, or any event that becomes due as permits such repurchase, prepayment, defeasance, redemption, conversion or settlement, unless such repurchase, prepayment, defeasance, redemption, conversion or settlement, or such relevant event, results from a result default thereunder or an event of the sale type that constitutes an Event of Default or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of defaultany settlement, early payment requirement or unwinding or termination events or with respect to any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Permitted Call Spread Transaction; or

Cross-Default. (i) Any breach or default of a Loan Party occurs under (x) any Swap Contract or (y) any instrument or agreement to which it is a party or by which it or any of its properties is bound, relating to any Indebtedness (other than the Obligations, the ABL Obligations and the PBGC Debt) in excess of the Threshold Amount, if the maturity of or any payment with respect to such Indebtedness may be accelerated or demanded due to such breach; or (ii) any Loan Party or any Subsidiary thereof (x) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) under the Settlement Agreement or (y) fails to observe or perform any other agreement or condition relating to the Settlement Agreement, or any other event occurs, the effect of which default or other event is to cause, or to permit the PBGC to cause, with the giving of notice if required, the PBGC Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem the PBGC Debt to be made, prior to its stated maturity (other than as expressly contemplated by Section 7.15), or collateral in respect thereof to be demanded or (iii) any Loan Party or any Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; ABL Facility or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednessthe ABL Facility, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness the ABL Facility or the beneficiary or beneficiaries of any guarantees thereunder (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness the ABL Facility to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem the ABL to be made, prior to its Stated Maturitystated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded; provided provided, that this clause (e)(Be)(iii) shall not apply to the ABL Facility unless and until the earliest to occur of: (x) secured Indebtedness that becomes due as a result period of 30 days has elapsed since the occurrence of the sale default or transfer or other Disposition event of default under the ABL Facility (including a Casualty Event) of the property or assets securing such Indebtedness, but only if such saledefault, transfer other event or Disposition (including a Casualty Eventcondition has not been waived or cured) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, or (y) events the acceleration of default, termination events or any other similar event the Indebtedness under the documents governing Swap Contracts for so long as such event of default, ABL Facility or the termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable commitment thereunder or (z) Indebtedness that upon the happening exercise of any such default remedies by lender under the ABL Facility, or event automatically converts if the ABL Facility has more than one lender, the applicable agent or requisite lenders under the ABL Facility (or provided that the same remedy following shall not constitute an exercise of the holders of such Indebtedness is remedies: (1) cash sweeps that are permitted pursuant to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of any ABL Loan Document relating to dominion over bank accounts, (2) the documents governing such Indebtedness prior establishment of borrowing base reserves, collateral ineligibles, or other conditions for advances, (3) the changing of advance rates or advance sublimits, (4) the imposition of a default rate or late fee and (5) the cessation of lending pursuant to the acceleration provisions of any ABL Loan Document, including upon the Loans pursuant to Section 8.02occurrence of a default on the existence of an overadvance, in each case, so long as the commitments under any ABL Loan Document have not been terminated or suspended); oror CHL:82267.17 91

Cross-Default. Any Loan Party The Borrower or any Subsidiary (A) fails to make defaults in any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise and after applicable notices have been given and grace periods have expired) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; 50,000,000, or (B) fails to observe or perform defaults in the performance of any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto (after all applicable notices have been given and grace periods have expired), or any other event occurs, the effect of which default or other event is to cause, or to permit the 47056313_11 holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if requiredrequired and after all applicable grace periods have expired, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$50,000,000; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than in excess of the $1,500,000; Threshold Amount or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount in excess of the Threshold Amount, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its Stated Maturitystated maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Restricted Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, provided further, that, that such failure is unremedied and is or has not validly been waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the any acceleration of the Loans pursuant to Section 8.02; orprovided further, that in the case of the ABL Facility, any such default or event with respect to the ABL Credit Agreement will not constitute an Event of Default under this clause (e)

Cross-Default. Any Loan Party (i) Verisk or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise and after the giving of any required notice and the running of any applicable grace or cure periods) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit agreement) of more than the $1,500,000; 250,000,000, or (B) fails to observe or perform any other agreement or condition contained in any instrument or agreement evidencing, securing or relating to any such IndebtednessIndebtedness or Guarantee, or any other event occurs, the effect of which default failure or other event referred to in this clause (B) 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, cause such Indebtedness to become due or to be required to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be required to be made, in each case, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which Verisk or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which Verisk or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by Verisk or such Subsidiary as a result thereof is greater than $250,000,000 and the counterparties to such Swap Contract elect to terminate such Swap Contract; provided that this clause (e)(Bi)(B) above shall not apply to (x1) any secured Indebtedness that becomes due or is required to be repurchased, prepaid, defeased or redeemed, or with respect to which an offer to repurchase, prepay, defease or redeem is required to be made, in each case, as a result of the voluntary Disposition of, or a casualty, condemnation, taking or similar event with respect to, the property or assets securing such Indebtedness, (2) any repurchase, prepayment, defeasance or redemption of any Acquisition Indebtedness if the related Acquisition is not consummated, (3) any Indebtedness of any Person assumed in connection with an Acquisition to the extent that such Indebtedness is required to be repurchased, prepaid, defeased or redeemed by the terms thereof in connection with such Acquisition, (4) any Indebtedness that becomes due as a result of the sale a voluntary repurchase, prepayment, defeasance or transfer redemption thereof, or any refinancing thereof, (5) any requirement to, or to offer to, repurchase, prepay or redeem any Indebtedness using a portion of excess cash flow or similar financial measure or (6) any customary debt and equity proceeds prepayment requirements contained in any bridge or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02interim credit facility; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond after the applicable grace period with respect thereto, if any any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of (x) any other Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an outstanding aggregate outstanding principal amount equal to or greater of not less than the $1,500,000; Threshold Amount, (y) the Tranche B-2 Term Loan Facility Indebtedness or (Bz) the UST Tranche A Term Loan Facility Indebtedness or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occursoccurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and not as a result of any other default thereunder by any Loan Party), after all grace periods having expired and all required notices having been given, the effect of which default or other event 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 or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if requiredafter all grace periods having expired and all required notices having been given, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that any such failure or the occurrence of any such other event referred to in subclause (ii) relating to Indebtedness under the ABL Credit Agreement or the Tranche B-2 Term Loan Credit Agreement, or, in each case, prior any Permitted Refinancing thereof shall not constitute an Event of Default under this Section 8.01(e) until the earlier of (x) thirty days after the expiration of all grace periods relating to its Stated Maturitysuch failure or occurrence thereunder and (y) any acceleration of the ABL Obligations (as defined in the ABL Intercreditor Agreement) outstanding under the ABL Credit Agreement or the Tranche B-2 Obligations (as defined in the ABL Intercreditor Agreement) outstanding under the Tranche B-2 Term Loan Credit Agreement, as applicable, whether automatic or otherwise; provided further that this clause (e)(Be)(ii) shall not apply to (xI) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (zII) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness which is to convert) convertible into Equity Interest and converts to Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure terms or (III) any breach or default that (X) is unremedied and is not validly waived remedied by the Borrower or the applicable Restricted Subsidiary or (Y) waived (including in the form of amendment) by the requisite holders of such Indebtedness the applicable item of Indebtedness, in accordance with the terms of the documents governing such Indebtedness either case, prior to the acceleration of all the Loans pursuant to this Section 8.028.01; or

Cross-Default. Any (i) With respect to any Indebtedness or guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount any Loan Party or any Subsidiary its Subsidiaries (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, and after passage of any grace period) in respect of any such Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; guarantee, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, and such default continues for more than the grace or cure period, if any, therein specified, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or beneficiary of such guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by a Loan Party or any Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02Threshold Amount; or

Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or any Guarantee of any such Indebtedness (in either case, other than the Obligations and Indebtedness hereunder and intercompany Indebtednessunder Swap Contracts) having an aggregate outstanding principal amount equal (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or greater syndicated credit arrangement) of more than the $1,500,000; Threshold Amount and such failure is not waived and continues beyond any cure period as may be specifically noted therein, or (B) fails to observe or perform any other material agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any Event of Default (as defined in such Swap Contract) as to which any Loan Party is the Defaulting Party (as defined in such Swap Contract) that is not waived and continues beyond any cure period provided that this clause therein or (e)(BB) shall not apply any Termination Event (as defined in such Swap Contract) under such Swap Contract as to which any Loan Party is an Affected Party (xas defined therein) secured Indebtedness that becomes due and, in either event, the Swap Termination Value owed by any Loan Party as a result of the sale or transfer or other Disposition thereof is greater than Ten Million and No/100 Dollars (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02$10,000,000.00); or

Cross-Default. Any (i) With respect to any Indebtedness or guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount any Loan Party or any Subsidiary its Subsidiaries (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, and after passage of any grace period) in respect of any such Indebtedness (other than Indebtedness hereunder and intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; guarantee, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, and such default continues for more than the grace or cure period, if any, therein specified, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or beneficiary of such guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturitystated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due or (B) any Termination Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by a Loan Party or any Subsidiary as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) thereof is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other greater than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02; orThreshold Amount;

Cross-Default. Any Loan (i) any Credit Party or any Subsidiary (A) fails to make any payment perform or observe (beyond the applicable notice and grace or cure period with respect thereto, if any) any Contractual Obligation if such failure could reasonably be expected to have a Material Adverse Effect, or (ii) any Borrower, REIT Guarantor, LP Guarantor or OP Guarantor fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise and beyond the applicable notice and grace or cure period with respect thereto, if any) in respect of any Indebtedness (other than Indebtedness hereunder and intercompany IndebtednessIndebtedness under Swap Contracts) having an aggregate outstanding principal amount equal to or greater than the $1,500,000; or (B) otherwise fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiariesholders) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each caseor an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its Stated Maturity; provided that this clause stated maturity, or cash collateral in respect thereof to be demanded, in each case to the extent such Indebtedness or other obligation is in an amount (e)(Bincluding undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) shall not apply of more than the applicable Threshold Amount, or (iii) there occurs under any Swap Contract an Early Maturity Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Borrower, REIT Guarantor, LP Guarantor or OP Guarantor is the Defaulting Party (xas defined in such Swap Contract) secured Indebtedness that becomes due after expiration of any applicable notice and grace or cure periods or (B) any Termination Event (as so defined) under such Swap Contract as to which a Borrower, REIT Guarantor, LP Guarantor or OP Guarantor is an Affected Party (as so defined) and, in any event, the Swap Termination Value owed by such Person as a result of thereof is greater than the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale, transfer or Disposition (including a Casualty Event) is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts (or the same remedy of the holders of such Indebtedness is to convert) into Equity Interests (other than Disqualified Stock or, in the case of a Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided, further, that, such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to the acceleration of the Loans pursuant to Section 8.02applicable Threshold Amount; or