Common use of Cross-Default Clause in Contracts

Cross-Default. Any Credit Party or any Subsidiary of any Credit Party (i) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 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 the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, event or 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) to cause such Indebtedness to be declared to be due and payable prior to its stated 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; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), after the expiration of any applicable grace period, in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, and after the expiration of any applicable grace period, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Parent Guarantor 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 Parent Guarantor or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Parent Guarantor or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect Indebtedness hereunder, Indebtedness under Swap Contracts and Indebtedness consisting of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereundertrade payables) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand25,000,000, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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 Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by Borrower or such Subsidiary as a result thereof is greater than $10,000,000. Notwithstanding the foregoing, any repurchase (including the payment of any premium) required under the Indenture, in whole or in part, of the Senior Notes other than as a result of a Default or Event of Default under, and as defined in, the Indenture shall not constitute an Event of Default under this Agreement; or

Cross-Default. Any Credit Party (i) The Company or any Subsidiary of any Credit Party (iA) fails to make any payment of principal or interest 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 or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand Indebtedness under Swap Contracts) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe (after giving effect to any applicable grace periods) any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, of default occurs under any agreement or instrument relating to the terms of (and as defined in) any such Indebtedness (other than the Obligations) instrument or any such Contingent Obligation (other than (x) Contingent Obligations agreement, in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if each case the effect of such failure, which failure or other event or condition of default is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated cause, the acceleration of the maturity (without regard to any subordination terms thereof, with respect thereto)the giving of notice if required, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demandeddemanded (other than, for the avoidance of doubt, (1) any required repurchase, repayment or redemption of (or offer to repurchase, repay or redeem) any Indebtedness that was incurred for the specified purpose of financing all or a portion of the consideration for a merger or acquisition; provided that such repurchase, repayment or redemption (or offer to repurchase, repay or redeem) results solely from the failure of such merger or acquisition to be consummated); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (or equivalent term, as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract 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 the Threshold Amount, and in the case of any Early Termination Date resulting from such a Termination Event, such Early Termination Date is not rescinded or such Swap Termination Value is not paid within 5 Business Days following such Early Termination Date; or

Cross-Default. (i) Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded, provided, that this clause (B) shall not apply to (x) any mandatory offer to purchase as a result of the sale, transfer or other Disposition of assets, if such sale, transfer or other Disposition is permitted hereunder and under the documents providing for such Indebtedness (and, for the avoidance of doubt, the aggregate principal amount of such Indebtedness shall not be included in determining whether an Event of Default has occurred under this paragraph (e)) or (y) any conversion of, or trigger of conversion rights with respect to, any Convertible Indebtedness in accordance with its terms (whether or not such conversion is to be settled in cash or capital stock or a combination thereof, in each case so long as permitted by Section 7.06) unless such conversion results from any default or event of default by any Loan Party or Subsidiary thereunder or a “change of control”, “fundamental change” or similar occurrence thereunder; (ii) there occurs (A) under any Swap Contract, Permitted Bond Hedge Transaction or Permitted Warrant Transaction an Early Termination Date (as defined in such Swap Contract, Permitted Bond Hedge Transaction or Permitted Warrant Transaction) resulting from any event of default under such Swap Contract, Permitted Bond Hedge Transaction or Permitted Warrant Transaction as to which any Loan Party or any Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract, Permitted Bond Hedge Transaction or Permitted Warrant Transaction) (and, in the case of any Permitted Bond Hedge Transaction or Permitted 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 result thereof is greater than the Threshold Amount; (iii) any one or more events described in each of the foregoing clauses (i) and (ii) occurs and the aggregate amount implicated thereby is greater than the Threshold Amount; or (iv) surety or performance bonds issued for the Borrower and its Restricted Subsidiaries (in an aggregate amount in excess of the Threshold Amount) shall have been drawn on or the beneficiaries in respect of such surety or performance bonds shall have elected to have the bonding company assume or provide for the assumption of the performance obligations covered thereby; or

Cross-Default. Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than beyond the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligationsapplicable grace period, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) and such failure continues after the applicable grace having an aggregate outstanding principal amount (individually or notice period, if any, specified in the document relating thereto on the date aggregate with all other Indebtedness as to which such a failure shall exist) of such failure; not less than $35,000,000, or (iiB) fails to observe or perform or observe any other agreement or condition or covenantrelating to any such Indebtedness, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness occurs (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligationsthan, (y) Contingent Obligations owing by one Credit Party with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the obligations terms of another Credit Party permitted hereunder such Swap Contracts and not as a result of any default thereunder by the Borrower or (zany Subsidiary Guarantor) earnouts permitted hereunder), if the effect of such failure, which default or other event or 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) to cause 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 declared to be due and payable made, prior to its stated maturity maturity; provided that this clause (without regard e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided further that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any subordination terms with respect theretotermination of the Aggregate Commitments or acceleration of the Loans pursuant to Section 10.2; provided that (I) no such event under the First Lien Term Facility (other than a payment default or any default relating to insolvency or any proceeding under any Debtor Relief Law) shall constitute an Event of Default under this Section 8.1(e) until the earliest to occur of (x) the date that is thirty (30) days after such event or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the Indebtedness under the First Lien Term Facility and (z) the exercise of any remedies by the First Lien Term Facility Administrative Agent or such Contingent Obligation to become payable collateral agent or cash collateral any lenders under the First Lien Term Facility in respect thereof of any Collateral and (II) no such event under the Second Lien Term Facility (other than a payment default or any default relating to be demandedinsolvency or any proceeding under any Debtor Relief Law) shall constitute an Event of Default under this Section 8.1(e) until the earliest to occur of (x) the date that is thirty (30) days after such event or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the Indebtedness under the Second Lien Term Facility and (z) the exercise of any remedies by the Second Lien Term Facility Administrative Agent or collateral agent or any lenders under the Second Lien Term Facility in respect of any Collateral; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts, either individually or in the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderaggregate) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 any Loan 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 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 thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) 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 or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any Indebtedness or covenantGuarantee 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 contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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 thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Borrower or any Restricted Subsidiary of any Credit Party (iexcluding Immaterial Subsidiaries) (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 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 the document relating thereto on the date of such failure; Threshold Amount or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 any event of default under such Swap Contract as to which the Borrower or any Restricted Subsidiary (excluding Immaterial Subsidiaries) is the Defaulting Party (as defined in such Swap Contract) and 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 Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness Debt or Guarantee (other than the Obligationswith respect to (I) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (yII) Contingent Obligations owing by one Credit Party with respect Debt under Swap Contracts, (III) a downgrade of Debt Ratings under the Collateral Note Facility, and (IV) Operating Debt which is recourse only to a Subsidiary of the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderBorrower which is a special purpose life insurance captive vehicle) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandexceeding the Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any Debt or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness Debt or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness Debt to be declared demanded or to become due or to be due and payable repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Debt to be made, prior to its stated maturity (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded, if the aggregate principal amount of such Debt or Guarantee exceeds the Threshold Amount; or (ii) the Borrower or any Subsidiary fails to make when due one or more required payments under one or more Swap Contracts (whether as a result of the occurrence of an Early Termination Date (as defined in such Swap Contract) or otherwise) in an aggregate amount exceeding the Threshold Amount, and, in the case of any failure or default described in this Section 8.01(e), such failure or default has not been cured by the Borrower or its Subsidiaries or waived prior to the exercising of any remedies pursuant to Section 8.02; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment 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 the ObligationsIndebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or Contingent Obligation in respect syndicated credit arrangement) of Indebtedness (other more than (x) Contingent Obligations in respect of the Obligations$40,000,000, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (zb) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandan amount equal to 5% of Total Asset Value as of any date, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee described in subsections (a) or (b), above, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), after the expiration of any applicable grace period, in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, and after the expiration of any applicable grace period, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Parent Guarantor 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 Parent Guarantor or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Parent Guarantor or such Subsidiary as a result thereof is greater than the Threshold Amount; or (iii) there occurs any “Event of Default” under and as defined in the Revolving Credit Agreement; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Obligations and Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderunder 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 $2,500,000 when due (whether by scheduled maturitythe Threshold Amount, required prepayment, acceleration, demand, or otherwise) and such failure is not waived and continues after beyond any cure period provided therein, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, in each case, beyond the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenantprovided therefor, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, event or condition which 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 beneficiariesholders) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to be become due and payable 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 maturity, and such failure or demand is not waived; or (without regard 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 the Borrower or any subordination terms with respect thereto)Subsidiary is the Defaulting Party (as defined in such Swap Contract) that is not waived and continues beyond any cure period provided therein, or (B) any Termination Event (as defined in such Contingent Obligation Swap Contract) under such Swap Contract as to become payable which the Borrower or cash collateral any Subsidiary is an Affected Party (as defined in respect such Swap Contract) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof to be demandedis greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party thereof (iA) fails to make any payment in respect of any Indebtedness when due (other than the Obligationswhether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, Senior Notes or any other Indebtedness or Guarantee (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted other than Indebtedness hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that in the case of this clause (B) such failure is unremedied and is not waived by the holders of such Indebtedness or Guarantee prior to any termination of the Revolving Credit Commitments or acceleration of the Loans 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 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 thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligationshereunder, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderIndebtedness under Swap Contracts and Securitization 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand50,000,000, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable repurchased, prepaid, defeased or redeemed (automatically or otherwise) prior to its stated maturity (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demandeddemanded (other than an event which permits the Loans hereunder to be prepaid prior to or as an alternative to the purchase, payment, defeasance or redemption of such Indebtedness and, in any such case, the Loans hereunder are prepaid prior thereto); (ii) there occurs under any Swap Contract an early termination resulting from resulting from any default by the Borrower or any Subsidiary under such Swap Contract and the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $50,000,000; or (iii) there occurs under any Securitization Transaction a termination event, event of default, amortization event or other event, in each case solely resulting from the failure by a Securitization Subsidiary to pay interest or principal in respect of Securitization Indebtedness owed to any Person (other than the Borrower or any Affiliate thereof) when due, the effect of such failure is to cause, or permit the holder or holders of such Securitization Indebtedness to cause, with the giving of notice if required, Securitization Indebtedness of more than $50,000,000 to become due or to become required to be prepaid (in whole or in part) prior to its stated maturity; or

Cross-Default. Any Credit Party (i) Either of the Borrowers or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligationshereunder, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderIndebtedness under Swap Contracts and Securitization 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand50,000,000, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable repurchased, prepaid, defeased or redeemed (automatically or otherwise) prior to its stated maturity (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demandeddemanded (other than an event which permits the Loans hereunder to be prepaid prior to or as an alternative to the purchase, payment, defeasance or redemption of such Indebtedness and, in any such case, the Loans hereunder are prepaid prior thereto); (ii) there occurs under any Swap Contract an early termination resulting from resulting from any default by a Borrower or any Subsidiary under such Swap Contract and the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $50,000,000; or (iii) there occurs under any Securitization Transaction a termination event, event of default, amortization event or other event, in each case solely resulting from the failure by a Securitization Subsidiary to pay interest or principal in respect of Securitization Indebtedness owed to any Person (other than the Borrowers or any Affiliate thereof) when due, the effect of such failure is to cause, or permit the holder or holders of such Securitization Indebtedness to cause, with the giving of notice if required, Securitization Indebtedness of more than $50,000,000 to become due or to become required to be prepaid (in whole or in part) prior to its stated maturity; or

Cross-Default. Any Credit Party (i) The Company or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts and Indebtedness under the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Syndicated Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderAgreement) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Company 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 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 the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Company or any Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness or Contingent Obligation (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the ObligationsSwap Contracts), (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 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 the document relating thereto on the date of such failure); or (iiB) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder)Obligation, if the effect of such failure, event or 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) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date resulting from (1) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party or (2) any Termination Event as to which the Company or any Subsidiary is an Affected Party, and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than $5,000,000; for purposes of this subsection (e), the terms "Early Termination Date", "Defaulting Party", "Termination Event", and "Affected Party" shall have the meanings assigned to them in the relevant Swap Contract, it being understood that such definitions contemplate Swap Contracts documented on International Swaps and Derivatives Association ("ISDA") standard forms; if such Swap Contract is not documented on an ISDA standard form, such terms shall be given similar or analogous meanings as used in such non-ISDA standard agreements; or

Cross-Default. (i) Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment when due (regardless of amount and whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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) prior to the expiration of more than $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandany grace period provided in such Indebtedness, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Material Indebtedness or covenantcontained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Indebtedness any Guarantee thereof (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with or without the giving of notice, lapse of time or both, such Indebtedness to be declared demanded, accelerated or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (f)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder; provided, further, that the failure referred to in clause (f)(B) is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of such Indebtedness or of the Loans pursuant to this Section 7.01 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 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, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary as a result thereof is greater than $25 million; or

Cross-Default. Any Credit Party or any Subsidiary of any Credit Party (i) The Parent or any Restricted Subsidiary fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace in respect of any Material Indebtedness or notice period, if any, specified in the document relating thereto on the date of such failureany Subordinated Indebtedness that does not constitute Material Indebtedness; or (ii) the Parent or any Restricted Subsidiary fails to observe or perform or observe any other agreement or condition relating to any Material Indebtedness or covenantcontained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause cause, with the giving of notice if required, such Material 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 declared to be due and payable made, prior to its stated maturity maturity; (without regard iii) the Parent or any Restricted Subsidiary fails to observe or perform any other agreement or condition relating to any subordination terms with respect Subordinated Indebtedness that does not constitute Material 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 such Subordinated 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 Contingent Obligation to become payable or cash collateral in respect thereof Subordinated Indebtedness to be demandedmade, 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 the Parent or any 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 the Parent or any Restricted Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Parent or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than beyond the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party applicable grace period with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under thereto, if any combined or syndicated credit arrangement) of more than $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice periodin respect of any Indebtedness (other than Indebtedness hereunder) with an outstanding principal amount (or, if any, specified in the document relating thereto on case of a Swap Contract, Swap Termination Value) of not less than the date of such failure; Threshold Amount, or (iiB) fails to observe or perform or observe any other agreement or condition or covenantrelating to any such Indebtedness with an outstanding principal amount (or, in the case of a Swap Contract, Swap Termination Value) of not less than the Threshold Amount, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation occurs (other than (xi) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to such Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the obligations terms of another Credit Party permitted hereunder or such Swap Contracts and (zii) earnouts permitted hereunderany event requiring prepayment pursuant to customary asset sale provisions), if the effect of such failure, which default or other event or 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) to cause cause, with the giving of notice if required, all 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 all such Indebtedness to be declared to be due and payable made, prior to its stated maturity maturity; provided that this clause (without regard e)(B) shall not apply to secured Indebtedness that becomes due (or requires an offer to purchase) as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further that any failure described under clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any subordination terms termination of the commitments or acceleration of the Loans pursuant to Article VIII; provided, further that no event described in this Section 8.01(e) arising from any financial covenant breach under the ABL Facility shall constitute an Event of Default unless the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) has caused, with respect theretothe 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 all such Contingent Obligation to become payable or cash collateral in respect thereof Indebtedness to be demandedmade, prior to its stated maturity; or

Cross-Default. Any Credit Party (i) Borrower, Guarantor or any Subsidiary of any Credit Party Guarantor’s Subsidiaries (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 Borrower, Guarantor or any of Guarantor’s Subsidiaries 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, Guarantor or any of Guarantor’s Subsidiaries is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by Borrower, Guarantor or any of Guarantor’s Subsidiaries as a result thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than the Obligations) principal or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 interest when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after beyond the applicable grace period in respect of any Indebtedness or notice periodGuarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe (beyond the applicable grace period) any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation occurs (other than (1) any required prepayment of Indebtedness secured by a Permitted Lien that becomes due as the result of the Disposition of the assets subject to such Lien so long as such Disposition is permitted by this Agreement or (2) any required repurchase, repayment or redemption of (or offer to repurchase, repay or redeem) any Indebtedness that was incurred for the specified purpose of financing all or a portion of the consideration for a merger or acquisition, provided that (x) Contingent Obligations in respect such repurchase, repayment or redemption (or offer to repurchase, repay or redeem) results solely from the failure of the Obligationssuch merger or acquisition to be consummated, (y) Contingent Obligations owing by one Credit Party such Indebtedness is repurchased, repaid or redeemed in accordance with respect to the obligations of another Credit Party permitted hereunder or its terms and (z) earnouts permitted hereunderno proceeds of the Credit Extensions are used to make such repayment, repurchase or redemption), if the effect of such failure, which failure or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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; provided, that in respect of any Swap Contract that is governed by a master agreement, such Early Termination Date must be in respect of all transactions governed by such master agreement) resulting from (A) any event of default under such Swap Contract as to which any Loan Party or any Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) an Additional Termination Event (as defined in such Swap Contract) or Credit Event Upon Merger (as defined in such Swap Contract) as to which any Loan Party or any Restricted Subsidiary is the sole Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by any Loan Party or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount and the continuation of such failure continues after the beyond any applicable grace or notice cure period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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 thereof is greater than the Threshold Amount and, in the case of any Termination Event not arising out of a default by the Borrower or any Subsidiary, such Swap Termination Value has not been paid by the Borrower or such Subsidiary when due; or

Cross-Default. Any Credit Loan Party or any Subsidiary of any Credit Party its Restricted Subsidiaries shall (i) fails to make default in (x) any payment in respect of principal of or interest on any Indebtedness (other than excluding the Revolving Facility Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect excess of the Obligations, Threshold Amount or (y) Contingent Obligations owing by one Credit Party with respect to in the obligations payment of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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) Guarantee Obligation in excess of more than $2,500,000 when due (whether by scheduled maturitythe Threshold Amount, required prepayment, acceleration, demand, or otherwise) and such failure continues after beyond the applicable grace or notice periodperiod of grace, if any, specified provided in the document relating thereto on the date of instrument or agreement under which such failureIndebtedness or Guarantee Obligation was created; or (ii) fails to perform default in the observance or observe performance of any other agreement or condition relating to any Indebtedness (excluding the Revolving Facility Obligations) or Guarantee Obligation referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto (other than a failure to provide notice of a default or an event of default under such instrument or agreement or default in the observance of or compliance with any financial maintenance covenant), or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice or lapse of time if required, such Indebtedness to be declared to be become due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), or such Contingent Guarantee Obligation to become payable (an “Acceleration”; and the term “Accelerated” shall have a correlative meaning), and such time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace period or cash collateral declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and such default shall not have been remedied or waived by or on behalf of such holder or holders (provided that this clause (ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder or (y) any termination event or similar event pursuant to the terms of any Swap Contract) or (iii) in respect thereof the case of any Indebtedness or Guarantee Obligations referred to be demandedin clause (i) above containing or otherwise requiring observance or compliance with any financial maintenance covenant, such Indebtedness or Guarantee Obligation shall have been Accelerated and such Acceleration shall not have been rescinded; or

Cross-Default. Any Credit Party The Borrower or any Subsidiary of any Credit Party the Borrower (i) fails to make any payment in respect of any other Indebtedness (other than the Obligations) or Contingent Guaranty Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) having an aggregate principal amount for the Borrower and such Subsidiaries (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated syndicate credit arrangement) of more than $2,500,000 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 the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, event or condition failure is to cause, or to permit cause 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) to cause declare such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto)maturity, or such Contingent Guaranty Obligation to become due and payable or cash to demand additional collateral therefor; or (ii) fails to perform or observe in any material respect any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any Indebtedness or Guaranty Obligation, if the effect of such failure is to cause 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) to declare such Indebtedness to be due and payable prior to its stated maturity, or such Guaranty Obligation to become due and payable or to demand additional collateral therefor; or (iii) fails to make any payment in respect thereof to be demandedof or perform or observe in any material respect any other condition or covenant of the Senior Notes, if the effect is an event of default under the Senior Notes; or

Cross-Default. Any Credit Party (i) The Borrowers or any Subsidiary of (A) fail, after any Credit Party (i) fails applicable cure period, to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and such failure continues after Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable grace Threshold Amount, or notice (B) fail, after any applicable cure period, if any, specified in the document relating thereto on the date of such failure; to observe or (ii) fails to perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms which offer is not complied with respect thereto)within applicable periods, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided, that, any failure, occurrence of an event, or non-compliance referred to in clause (A) or (B) shall only be deemed to have occurred, with respect to any Indebtedness or Guarantee that is secured by real property and which is characterized as “nonrecourse” after Borrower has received 30 days’ written notice thereof from the applicable lender; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrowers 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 Borrowers or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrowers or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party its Subsidiaries (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; or, in each case after expiration of any applicable notice or cure period, provided that this clause (B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder, 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 any Borrower or any of its Subsidiaries 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 Borrower or any of its Subsidiaries is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount;

Cross-Default. Any Credit Party (i) The Company or any Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness or Contingent Obligation (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the ObligationsSwap Contracts), (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 40,000,000, 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 the document relating thereto on the date of such failure); or (iiB) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (and, solely in the case of a failure to comply with any financial statement or other than information delivery or reporting requirement or in the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect case of the Obligationsentry of any judgment or decree, (y) Contingent Obligations owing by one Credit Party with respect to the obligations so long as such judgment or decree constitutes a Default but not an Event of another Credit Party permitted hereunder or (z) earnouts permitted hereunderDefault under Section 8.01(i), such failure or event continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure or event) if the effect of such failure, event or condition is to cause, or to permit (or, with the giving of notice or lapse of time or both, would 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) to cause cause, such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to maturity, or, in the case of any subordination terms with respect thereto)such Indebtedness consisting of Contingent Obligations, or such Contingent Obligation 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 (x) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (y) 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 $40,000,000; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment when due or within the applicable grace periods, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(i)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such documents 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 any Loan 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 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 thereof is greater than the Threshold Amount; provided that with respect to either a failure or event in clause (i) or (ii), such failure or event is unremedied or is not waived by the affected creditor before the exercise of remedies under Section 9.02; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party its Subsidiaries or Minority Investments (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 Holdings or any Subsidiary or Minority Investment 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 Holdings or any Subsidiary or Minority Investment is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary or Minority Investment as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) Holdings, the Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness under the Obligations) or Contingent Obligation in respect of Loan Documents and Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderunder 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 resulting from (A) any event of default under such Swap Contract as to which Holdings, the Borrower or any Subsidiary is the defaulting party and such party fails to make any payment of the amounts due and owing as a result thereof, and (B) the Swap Termination Value owed by Holdings, the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Significant Subsidiary of any Credit Party thereof (iA) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; Indebtedness under Swap Contracts) or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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, or any similar term defined therein) resulting from any event of default under such Swap Contract as to which a Loan Party is the “Defaulting Party” (as defined in such Swap Contract, or any similar term defined therein); provided, that (x) subsection (e)(i) shall not apply to 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 that would otherwise constitute an Event of Default and (y) a default, event, occurrence or condition described in this subsection (e) shall not at any time constitute an Event of Default unless, at such time, the aggregate outstanding amount of Indebtedness that is subject to defaults, events, occurrences or conditions of the type described in clause (i) above (after giving effect to clause (x) of this proviso), together with the Swap Termination Value of all Swap Contracts that are subject to defaults, events, occurrences or conditions of the type described in clause (ii) above, exceeds in the aggregate the applicable Threshold Amount; or

Cross-Default. Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (i) fails to make any payment in respect of any Indebtedness (other than beyond the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party applicable grace period with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under thereto, if any combined or syndicated credit arrangement) of more than $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the applicable grace or notice periodThreshold Amount, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to observe or perform or observe any other agreement or condition or covenantrelating to any such Indebtedness, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness occurs (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligationsthan, (y) Contingent Obligations owing by one Credit Party with respect to Indebtedness consisting of obligations pursuant to Hedging Agreements, termination events or equivalent events pursuant to the obligations terms of another Credit Party permitted hereunder such Hedging Agreements having as the then current “unwind” or (z) earnouts permitted hereundertermination amount exceeding the Threshold Amount), if the effect of such failure, which default or other event or condition is to cause, or, after the expiration of any applicable grace or cure period therefor, 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) to cause 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 declared to be due and payable made, prior to its stated maturity maturity; provided that the preceding subclause (without regard ii) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness or (2) Indebtedness that upon the happening of any such default or event automatically converts into Capital Stock (other than Disqualified Stock) of the Borrower or any Parent Company 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 any subordination terms with respect thereto), or such Contingent Obligation acceleration of the Loans pursuant to become payable or cash collateral in respect thereof to be demandedSection 7.02; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness under Swap Contracts and such failure continues after the applicable grace Securitization Indebtedness) having an aggregate principal amount (including undrawn committed or notice period, if any, specified in the document relating thereto on the date available amounts and amounts owing to all creditors under any combined or syndicated credit arrangement) of such failure; more than $25,000,000 or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable repurchased, prepaid, defeased or redeemed (automatically or otherwise) prior to its stated maturity (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demandeddemanded (other than an event which permits the Loans hereunder to be prepaid prior to or as an alternative to the purchase, payment, defeasance or redemption of such Indebtedness and, in any such case, the Loans hereunder are prepaid prior thereto); or(ii) there occurs under any Swap Contract an early termination resulting from any default by the Borrower or any Subsidiary under such Swap Contract and the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $25,000,000 or (iii) there occurs under any Securitization Transaction a termination event, event of default, amortization event or other event, in each case solely resulting from the failure by a Securitization Subsidiary to pay interest or principal in respect of Securitization Indebtedness owed to any Person (other than the Borrower or any Affiliate thereof) when due, the effect of such failure is to cause or permit the holder or holders of such Securitization Indebtedness to cause with the giving of notice if required, Securitization Indebtedness of more than $25,000,000 to become due or to become required to be prepaid (in whole or in part) prior to its stated maturity;

Cross-Default. Any Credit Party (i) The Borrower or any Material Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided, that clause (B) of this Section 8.01(e)(i) shall not apply to secured Indebtedness that becomes due as a result of the voluntary Disposition of, or a casualty or condemnation event in respect of, the property securing such Indebtedness if such Disposition or casualty or condemnation event is permitted hereunder; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Material 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 Material Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Material Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Company or any Subsidiary of any Credit Party (iA) fails to make any payment of principal or interest 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 or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand Indebtedness under Swap Contracts) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe (after giving effect to any applicable grace periods) any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, of default occurs under any agreement or instrument relating to the terms of (and as defined in) any such Indebtedness (other than the Obligations) instrument or any such Contingent Obligation (other than (x) Contingent Obligations agreement, in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if each case the effect of such failure, which failure or other event or condition of default is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated cause, the acceleration of the maturity (without regard to any subordination terms thereof, with respect thereto)the passage of time or the giving of notice if required, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demandeddemanded (other than, for the avoidance of doubt, any required repurchase, repayment or redemption of (or offer to repurchase, repay or redeem) any Indebtedness that was incurred for the specified purpose of financing all or a portion of the consideration for a merger or acquisition; provided that such repurchase, repayment or redemption (or offer to repurchase, repay or redeem) results solely from the failure of such merger or acquisition to be consummated); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (or equivalent term, as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract 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 the Threshold Amount, and in the case of any Early Termination Date (as defined in such Swap Contract) resulting from such a Termination Event, such Early Termination Date is not rescinded or such Swap Termination Value is not paid within 5 Business Days following such Early Termination Date; or

Cross-Default. (i) Any Credit Loan Party or any Restricted Subsidiary of any Credit Party thereof (iA) fails to make any principal payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, 110 or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 a Loan Party or any Restricted 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 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 thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party thereof (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than the ObligationsIndebtedness described in subsection (B) or Contingent Obligation in respect of below and Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderunder 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 $2,500,000 5,000,000, (B) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace in respect of any Indebtedness described in 7.02(e), 7.02(g), or notice period7.02(h), if anyhaving an aggregate principal amount of more than $15,000,000, specified in the document relating thereto on the date of such failure; or (iiC) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in excess of $5,000,000 in respect thereof to be demanded; (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 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 thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Significant Subsidiary of any Credit Party thereof (iA) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; Indebtedness under Swap Contracts) or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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, or any similar term defined therein) resulting from any event of default under such Swap Contract as to which a Loan Party is the “Defaulting Party” (as defined in such Swap Contract, or any similar term defined therein); provided, that a default, event, occurrence or condition described in this subsection (e) shall not at any time constitute an Event of Default unless, at such time, the aggregate outstanding amount of Indebtedness that is subject to defaults, events, occurrences or conditions of the type described in clause (i) above, together with the Swap Termination Value of all Swap Contracts that are subject to defaults, events, occurrences or conditions of the type described in clause (ii) above, exceeds in the aggregate the applicable Threshold Amount; or

Cross-Default. Any Credit Loan Party or any Subsidiary of any Credit Party its Restricted Subsidiaries shall (i) fails to make default in (x) any payment in respect of principal of or interest on any Indebtedness (other than excluding the Revolving Facility Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect excess of the Obligations, Threshold Amount or (y) Contingent Obligations owing by one Credit Party with respect to in the obligations payment of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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) Guarantee Obligation in excess of more than $2,500,000 when due (whether by scheduled maturitythe Threshold Amount, required prepayment, acceleration, demand, or otherwise) and such failure continues after beyond the applicable grace or notice periodperiod of grace, if any, specified provided in the document relating thereto on the date of instrument or agreement under which such failureIndebtedness or Guarantee Obligation was created; or (ii) fails to perform default in the observance or observe performance of any other agreement or condition relating to any Indebtedness (excluding the Revolving Facility Obligations) or Guarantee Obligation referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto (other than a failure to provide notice of a default or an event of default under such instrument or agreement or default in the observance of or compliance with any financial maintenance covenant), or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice or lapse of time if required, such Indebtedness to be declared to be become due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), or such Contingent Guarantee Obligation to become payable (an “Acceleration”; and the term “Accelerated” shall have a correlative meaning), and such time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace period or cash collateral declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and such default shall not have been remedied or waived by or on behalf of such holder or holders (provided that this clause (ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder or (y) any termination event or similar event pursuant to the terms of any Hedge Agreement) or (iii) in respect thereof the case of any Indebtedness or Guarantee Obligations referred to be demandedin clause (i) above containing or otherwise requiring observance or compliance with any financial maintenance covenant, such Indebtedness or Guarantee Obligation shall have been Accelerated and such Acceleration shall not have been rescinded; or

Cross-Default. (i) Any Credit Party Borrower or any Material Domestic Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Contingent Obligation (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) hereunder and Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderunder Hedge Agreements) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantContingent Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Contingent Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness or Contingent Obligation 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 declared to be due and payable made, prior to its stated maturity (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Contingent Obligation constituting a Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from (A) any event of default under such Hedge Agreement as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Hedge Agreement) or (B) any Termination Event (as so defined) under such Hedge Agreement as to which the Company or any Subsidiary is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Note Party or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, and subject to any applicable grace periods) in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantcontained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or 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) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 maturity; provided, that, clause (without regard i)(B) above shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents governing such Indebtedness and (y) the conversion of Permitted Convertible Bond Indebtedness permitted pursuant to Section 8.11(c) or (ii) there occurs under any subordination terms with respect thereto), Swap Contract (other than a Permitted Bond Hedge Transaction or Permitted Warrant Transaction) an Early Termination Date (as defined in such Swap Contract) resulting from any event of default under such Swap Contract as to which Parent or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by Parent or such Contingent Obligation to become payable or cash collateral in respect Subsidiary as a result thereof to be demandedis greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party thereof (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand Indebtedness under Swap Agreements) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) the Threshold Amount and such failure continues after the applicable grace or notice period, if any, specified in the relevant document relating thereto on the date of such failure; , or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Agreement an Early Termination Date (as defined in such Swap Agreement) resulting from (A) any event of default under such Swap Agreement as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Agreement) or (B) any Termination Event (as so defined) under such Swap Agreement 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 thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party thereof (iA) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and such failure continues after Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable grace or notice periodThreshold Amount, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this paragraph (e) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is actually discharged in accordance with its terms; 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 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 thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment 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 the ObligationsIndebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or Contingent Obligation in respect syndicated credit arrangement) of Indebtedness (other more than (x) Contingent Obligations in respect of the Obligations$100,000,000, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (zb) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandan amount equal to 5% of Total Asset Value as of any date, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee described in subsections (a) or (b), above, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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 $100,000,000; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of any Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand any Indebtedness under any Swap Contract) 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 $2,500,000 when due the Threshold Amount (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the any applicable grace or notice period, if any, period specified in the document relating thereto on the date of such failure; agreement related thereto), or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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 thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (i) fails to make any payment in respect of any Indebtedness (other than beyond the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party applicable grace period with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under thereto, if any combined or syndicated credit arrangement) of more than $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the applicable grace or notice periodThreshold Amount, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to observe or perform or observe any other agreement or condition or covenantrelating to any such Indebtedness, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness occurs (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligationsthan, (y) Contingent Obligations owing by one Credit Party with respect to Indebtedness consisting of obligations pursuant to Hedging Agreements, termination events or equivalent events pursuant to the obligations terms of another Credit Party permitted hereunder such Hedging Agreements having as the then current “unwind” or (z) earnouts permitted hereundertermination amount exceeding the Threshold Amount), if the effect of such failure, which default or other event or condition is to cause, or, after the expiration of any applicable grace or cure period therefor, 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) to cause 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 declared to be due and payable made, prior to its stated maturity maturity; provided that the preceding subclause (without regard ii) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness or (2) Indebtedness that upon the happening of any such default or event automatically converts into Capital Stock (other than Disqualified Stock) of the Borrower or any Parent Company in accordance with its terms; provided, further, that (x) 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 subordination terms with respect thereto), or acceleration of the Loans pursuant to Section 7.02 and (y) that no such Contingent Obligation to become payable or cash collateral in respect thereof to be demandedevent under the ABL Credit Agreement shall constitute an Event of Default under this subclause (ii) until the acceleration of Indebtedness under the ABL Credit Agreement; or

Cross-Default. Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than beyond the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party applicable grace period with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under thereto, if any combined or syndicated credit arrangement) of more than $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice periodin respect of any Indebtedness (other than Indebtedness hereunder) with an outstanding principal amount (or, if any, specified in the document relating thereto on case of a Swap Contract, Swap Termination Value) of not less than the date of such failure; Threshold Amount, or (iiB) fails to observe or perform or observe any other agreement or condition or covenantrelating to any such Indebtedness with an outstanding principal amount (or, in the case of a Swap Contract, Swap Termination Value) of not less than the Threshold Amount, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation occurs (other than (xi) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to such Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the obligations terms of another Credit Party permitted hereunder or such Swap Contracts and (zii) earnouts permitted hereunderany event requiring prepayment pursuant to customary asset sale provisions), if the effect of such failure, which default or other event or 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) to cause cause, with the giving of notice if required, all 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 all such Indebtedness to be declared to be due and payable made, prior to its stated maturity maturity; provided that this clause (without regard e)(B) shall not apply to secured Indebtedness that becomes due (or requires an offer to purchase) as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided further that, any failure described under clause (i) or (ii) above is unremedied and is not waived by the holders of such Indebtedness prior to any subordination terms termination of the commitments or acceleration of the Loans pursuant to Article VIII; provided further that no event described in this Section 8.01(e) arising from any financial covenant breach under the Term/Revolver Facility shall constitute an Event of Default unless the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) has caused, with respect theretothe 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 all such Contingent Obligation to become payable or cash collateral in respect thereof Indebtedness to be demandedmade, prior to its stated maturity; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee described in the preceding subsection (A) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Borrower or any Subsidiary 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 the Borrower or any Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Borrower or any Material Subsidiary of any Credit Party (iA) fails to make any payment of principal or interest when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the ObligationsIndebtedness hereunder and Indebtedness under Swap Contracts) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) beyond any applicable grace period 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required (and any such notice has been given), such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Borrower or any Material 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 Material Subsidiary is an Affected Party (as so defined) and, in either event, the aggregate Swap Termination Values owed by the Borrower or such Material Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (subject to any applicable grace period), whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice and lapse of time, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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 thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), after the expiration of any applicable grace period, in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, and after the expiration of any applicable grace period, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Parent Guarantor 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 Parent Guarantor or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Parent Guarantor or such Subsidiary as a result thereof is greater than the Threshold Amount; or (iii) there occurs any “Event of Default” under and as defined in the Term Loan Agreement; or

Cross-Default. Any (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 of fails (after giving effect to any Credit Party (inotice or grace periods applicable thereto) fails to make any required payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace in respect of any Material Recourse Indebtedness or notice period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to observe or perform or observe any other agreement or condition relating to any such Material Recourse Indebtedness contained in any instrument or covenantagreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Material Recourse Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Material Recourse Indebtedness pursuant to the terms thereof to be declared demanded or to be become due and payable 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 Recourse Indebtedness pursuant to the terms thereof, prior to its stated maturity maturity; (without regard iii) any Credit Party or any Subsidiary fails (after giving effect to any subordination terms with respect notice or grace periods applicable thereto)) to make any required payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or such Contingent Obligation to become payable or cash collateral 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 demandeddemanded 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) shall not apply to (i) Secured Debt that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer 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, (ii) any redemption, repurchase, conversion or settlement with respect to any convertible debt security which is 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 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 extent that such Swap Termination Value owed has been paid in full by such Credit Party when due; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise and after the expiration of any applicable grace period) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Borrower 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 is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower as a result thereof is greater than the Threshold Amount, unless satisfied in full within any applicable grace period; or

Cross-Default. Any Credit Party (i) Borrower, any Guarantor or any Material Subsidiary of (other than any Credit Party Mortgage Banking Subsidiary) (iA) fails to make any payment when due (after giving effect to any applicable grace period) (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness under Swap Contracts, and non-recourse financing or Indebtedness of any Mortgage Banking Subsidiary) the Obligations) principal amount of which, either individually or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations the aggregate, is in respect excess of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) having an aggregate principal amount Threshold Amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $2,500,000 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 the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement (after giving effect to any applicable grace period) or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness occurs (other than the Obligations) customary non-default mandatory prepayment requirements or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligationsnon-default requirements to provide cash collateral, (y) Contingent Obligations owing by one Credit Party including mandatory prepayment events associated with respect to the obligations of another Credit Party permitted hereunder asset sales, casualty events, debt or (z) earnouts permitted hereunderequity issuances, extraordinary receipts or borrowing base limitations), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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 Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any (a) Recourse Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand10,000,000, or otherwise(b) Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and such failure continues after the applicable grace including amounts owing to all creditors under any combined or notice periodsyndicated credit arrangement) of more than $20,000,000, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee described in subsections (a) or (b), above, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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 thereof is greater than $2,000,000; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise(B) and such failure continues after fails to observe or perform (beyond the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Borrower or any Subsidiary 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 the Borrower or any Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party or any Subsidiary of any Credit Party (i) Any one or more of the Credit Parties (A) fails to 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) or otherwise defaults in respect of any Indebtedness or Guarantee (other than the ObligationsIndebtedness hereunder and Indebtedness under Swap Contracts) or Contingent Obligation in respect constituting Non-Recourse Indebtedness of Indebtedness (other than (xsuch Credit Party(ies) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) and 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 $2,500,000 7,500,000, (C) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) or otherwise defaults in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date Indebtedness under Swap Contracts) constituting Non-Recourse Indebtedness of such failure; Credit Party(ies) and/or any of their unconsolidated partnerships or joint ventures and 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 $7,500,000 or suffers or permits any unconsolidated partnership or joint venture to fail to make any such payment or otherwise default thereunder, or (iiD) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 any Credit Party 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 is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by any Credit Party as a result thereof is greater than $3,000,000; or

Cross-Default. (i) Any Credit Loan Party or any Restricted Subsidiary of any Credit Party thereof (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand10.0 million, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that (x) this paragraph (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (y) the occurrence of an event of default under the Term Facility (other than a payment event of default) shall not constitute an Event of Default under this clause (e)(B) until the earliest of (1) 30 days after the date of such event of default (during which period such event of default is not waived or cured), (2) the acceleration of the obligations under the Term Facility or (3) the exercise of secured creditor remedies by the administrative agent under the Term Facility and/or lenders under the Term Facility as a result of such event of default; 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 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 thereof is greater than $10.0 million; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party thereof (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of ABL Debt or any other Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 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 the document relating thereto on the date of such failure; Threshold Amount or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demandeddemanded (other than an event which permits the Term Loans hereunder to be prepaid prior to or as an alternative to the purchase, payment, defeasance or redemption of such Indebtedness and, in any such case, the Term Loans hereunder are prepaid prior thereto); 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 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 thereof is greater than the Threshold Amount; or (iii) there occurs any “Default” or “Event of Default” under and as defined in any ABL Loan Documents; or

Cross-Default. Any Credit Party (i) The Company or any Subsidiary of any Credit Party (iA) fails to make any payment 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 or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Company 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 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 the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Company or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantcontained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or 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 beneficiariesholders) to cause (after the expiration of any applicable cure period) such Indebtedness to be declared demanded or to become due or to be due and payable repurchased or redeemed (automatically or otherwise) prior to its stated maturity (without regard provided that this clause (B) shall not apply to (1) secured Indebtedness that becomes due as a result of a Disposition, condemnation, insured loss or similar event relating to the property or assets securing such Indebtedness, in each case not prohibited by this Agreement, (2) any customary offer to repurchase provisions upon an asset sale permitted hereunder, (3) customary debt and equity proceeds prepayment requirements contained in any bridge or other interim credit facility to the extent permitted hereunder, (4) Indebtedness of any Person assumed by the Company and its Subsidiaries in connection with the Permitted Acquisition of such Person to the extent that such Indebtedness is repaid as required by the terms thereof as a result of such Acquisition, (5) the redemption of any Indebtedness incurred to finance any Acquisition pursuant to any subordination terms with respect thereto)special mandatory redemption feature that is triggered as a result of the failure of such Acquisition to occur, or (6) Indebtedness under any Swap Contract); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Contingent Obligation Swap Contract) resulting from (A) any event of default under such Swap Contract as to become payable which the Company or cash collateral any Subsidiary is the Defaulting Party (as defined in respect such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract 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 to be demandedis greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Borrower or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment in respect of (after giving effect to any Indebtedness (other than the Obligationsapplicable grace periods, cures or waivers) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and such failure continues after Indebtedness 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 the applicable grace or notice periodThreshold Amount, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, in each case with the giving of notice if required but after giving effect to any applicable grace periods, cures or waivers, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 Section 8.01(e) until the earliest to occur of (x) the date that is sixty (60) days after such event or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the 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 which 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 Credit Party (i) The Company or any Subsidiary of any Credit Party (iA) fails to make any payment when due after giving effect to any applicable grace periods (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Company 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 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 the Threshold Amount; or

Cross-Default. Any (i) The Credit Party Parties or any Subsidiary of any Credit Party (iA) fails to make any payment when due after giving effect to any applicable notice and cure periods (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand35,000,000, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating in each case after giving effect to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligationsapplicable notice and cure periods, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) any counterparty under Swap Contract terminates such Swap Contract as a result of 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 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 a Credit Party or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Credit Party or such Subsidiary as a result thereof is greater than $15,000,000 and such Credit Party or such Subsidiary, as the case may be, has not paid such Termination Value within 30 days of the due date thereof, unless such termination or such Termination Value is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP have been provided; or

Cross-Default. Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than beyond the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligationsapplicable grace period, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) and such failure continues after the applicable grace having an aggregate outstanding principal amount (individually or notice period, if any, specified in the document relating thereto on aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the date of such failure; Threshold Amount, or (iiB) fails to observe or perform or observe any other agreement or condition or covenantrelating to any such Indebtedness, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness occurs (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligationsthan, (y) Contingent Obligations owing by one Credit Party with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the obligations terms of another Credit Party permitted hereunder or (z) earnouts permitted hereundersuch Swap Contracts and not as a result of any default thereunder by any Loan Party), if the effect of such failure, which default or other event or 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) to cause 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 declared to be due and payable made, prior to its stated maturity maturity; provided that this clause (without regard e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any subordination terms with respect thereto)termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided that no such event under the ABL Facilities (other than the failure of any Loan Party or any Restricted Subsidiary to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or such Contingent Obligation to become payable or cash collateral otherwise, in respect thereof of the ABL Facilities) shall constitute an Event of Default under this Section 8.01(e) until the earliest to be demandedoccur of (x) the acceleration of the Indebtedness under the ABL Facilities and (y) the exercise of any remedies by the ABL Administrative Agent in respect of any Collateral; or

Cross-Default. (i) Any Credit Loan Party, any Person required to become a Loan Party pursuant to Section 6.12, REMA, OPH or any Subsidiary of any Credit Party REMA or OPH (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than the Obligations) under or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations Guarantee in respect of the Obligations, REMA Lease or any other Indebtedness or Guarantee (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted other than Indebtedness hereunder or (z) earnouts permitted hereunderand Indebtedness under Hedging Agreements) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand50,000,000, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur occurs, the effect of which default or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than event is (x) Contingent Obligations in the case of all such Indebtedness or Guarantees (including under or in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderREMA Lease), if the effect of such failure, event or condition is to cause, or (y) in the case of all such Indebtedness or Guarantees (other than under or in respect of the REMA Lease), to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)Stated Maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Hedging Agreement an Early Termination Date (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Hedging Agreement) or (B) any Termination Event (as so defined) under such Hedging Agreement as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Hedge Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $50,000,000 and not paid when due; or

Cross-Default. Any Credit Party (i) The Borrower, the REIT or any Significant Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Borrower, the REIT or such Significant 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, the REIT or such Significant Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower, the REIT or such Significant Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect Guarantee of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted Indebtedness hereunder or (z) earnouts permitted hereunderand intercompany Indebtedness) having an aggregate principal amount (including undrawn committed or available amounts under letters of credit and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $2,500,000 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 the document relating thereto on the date of such failure; 50,000,000 or (ii) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee of Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that any event described in this Section 8.01(e) that occurs in respect of a non-wholly owned Restricted Subsidiary shall not be an Event of Default unless the Fair Market Value of the total aggregate assets of the non-wholly owned Restricted Subsidiaries as to which such event or events have occurred is at least $50,000,000 and such event or events shall not have been cured within 45 days; or

Cross-Default. Any (i) there occurs any event of default (after the expiration of any applicable notice and/or cure period) under any Sabra Senior Notes or any indenture evidencing or governing any Sabra Senior Notes; (ii) any Credit Party or any Subsidiary of fails (after giving effect to any Credit Party (inotice or grace periods applicable thereto) fails to make any required payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace in respect of any Material Recourse Indebtedness or notice period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to observe or perform or observe any other agreement or condition relating to any such Material Recourse Indebtedness contained in any instrument or covenantagreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Material Recourse Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Material Recourse Indebtedness pursuant to the terms thereof to be declared demanded or to be become due and payable 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 Recourse Indebtedness pursuant to the terms thereof, prior to its stated maturity maturity; (without regard iii) any Credit Party or any Subsidiary fails (after giving effect to any subordination terms with respect notice or grace periods applicable thereto)) to make any required payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or such Contingent Obligation to become payable or cash collateral 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 demandeddemanded 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) shall not apply to (i) Secured Debt that becomes due and payable as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer 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, (ii) any redemption, repurchase, conversion or settlement with respect to any convertible debt security which is 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 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 extent that such Swap Termination Value owed has been paid in full by such Credit Party when due; or

Cross-Default. Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than beyond the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligationsapplicable grace period, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) and such failure continues after the applicable grace having an aggregate outstanding principal amount (individually or notice period, if any, specified in the document relating thereto on aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the date of such failure; Threshold Amount, or (iiB) fails to observe or perform or observe any other agreement or condition or covenantrelating to any such Indebtedness, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness occurs (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligationsthan, (y) Contingent Obligations owing by one Credit Party with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the obligations terms of another Credit Party permitted hereunder or (z) earnouts permitted hereundersuch Hedging Obligations and not as a result of any default thereunder by any Loan Party), if the effect of such failure, which default or other event or 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) to cause 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 declared to be due and payable made, prior to its stated maturity (without regard maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any subordination terms with respect thereto)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 secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Contingent Obligation to become payable Indebtedness, if such sale or cash collateral transfer is permitted hereunder and under the documents providing for such Indebtedness; and provided, further, that no such event under any Senior Priority Debt Facility (as defined in respect thereof to be demandedthe First Lien/Second Lien Intercreditor Agreement) shall constitute an Event of Default under this clause (e) until the acceleration of the Indebtedness under such Senior Priority Debt Facility; or

Cross-Default. Any Credit Party or any Subsidiary of any Credit Party (i) The Borrower or any Restricted Subsidiary fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) and in respect of any Material Indebtedness and, only with respect to a Restricted Subsidiary that is not a Loan Party, the effect of which non-payment is that such failure continues after the applicable grace Material Indebtedness is demanded to become or notice periodbecomes due to be repurchased, if anyprepaid, specified in the document relating thereto on the date of defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such failureMaterial Indebtedness is demanded or required to be made, prior to its stated maturity; or (ii) the Borrower or any other Loan Party fails to observe or perform or observe any other agreement or condition relating to any such Material Indebtedness or covenantcontained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantees constituting Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect of the full amount thereof to be demanded; or(iii) any Restricted Subsidiary that is not a Loan Party fails to observe or perform any other agreement or condition relating to any such Material 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 that such Material Indebtedness is demanded to become due or becomes due to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness is demanded or required to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect of the full amount thereof to be demanded; or (iv) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) with respect to all transactions under such Swap Contract resulting from (A) any event of default under such Swap Contract as to which any Loan Party is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (under and as defined in such Swap Contract) as to which any Loan Party is the sole Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Parties as a result thereof is greater than the Threshold Amount.

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party Affiliate or Subsidiary, for more than 30 days, (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the 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 thereof is greater than the Threshold Amount; or (iii) a default occurs under any other agreement the Borrower or any Guarantor or any of their related entities or Affiliates has with Administrative Agent or any affiliate of Administrative Agent; or

Cross-Default. Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than beyond the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party applicable grace period with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under thereto, if any combined or syndicated credit arrangement) of more than $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and such failure continues after intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failureThreshold Amount; or (iiB) fails to observe or perform or observe any other agreement or condition or covenantrelating to any such Indebtedness, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness occurs (other than the Obligations) a default or any such Contingent Obligation (other than (x) Contingent Obligations an event of default in respect of the Obligationsobservance of or compliance with any financial maintenance covenant, which is addressed by clause (yC) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderbelow), if the effect of such failure, which default or other event or 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 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 declared to be due and payable made, in each case, prior to its stated maturity Stated Maturity; provided that this clause (without regard 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 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 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 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 any subordination terms 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 respect theretoa 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 Contingent Obligation to become payable or cash collateral in respect thereof Indebtedness to be demandedmade, 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 Credit Party (i) The Borrower or any Material Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; orprovided, that clause (B) of this Section 8.01(e)(i) shall not apply to secured Indebtedness that becomes due as a result of the voluntary Disposition of, or a casualty or condemnation event in respect of, the property securing such Indebtedness if such Disposition or casualty or condemnation event is permitted hereunder; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Material 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 Material Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Material Subsidiary as a result thereof is greater than the Threshold Amount; or (f)

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), but only after the expiration of any grace period applicable thereto, in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 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 the document relating thereto on the date of such failure; Threshold Amount or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness 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 or cure period applicable thereto), with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 106 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demandeddemanded 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 any Loan 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 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 thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Party Borrower or any Subsidiary of any Credit Party (iother than the Fund Entities) (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 a Borrower or any Subsidiary (other than the Fund Entities) 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 Borrower or any Subsidiary (other than the Fund Entities) is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Borrower or any Non-Xxxxxxx Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, and after passage of any grace period) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand20,000,000, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any and such Indebtedness (other default continues for more than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect period of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder)grace, if any, therein specified, the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Borrower or any Non-Xxxxxxx 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 Non-Xxxxxxx Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Non-Xxxxxxx Subsidiary as a result thereof is greater than $20,000,000; or

Cross-Default. Any Credit Loan Party or any Restricted Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than beyond the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party applicable grace period with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under thereto, if any combined or syndicated credit arrangement) of more than $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the applicable grace or notice periodThreshold Amount, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition or covenantrelating to any such Indebtedness, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation occurs (other than (xi) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the obligations terms of another Credit Party permitted hereunder or such Swap Contracts and (zii) earnouts permitted hereunderany event requiring prepayment pursuant to customary asset sale provisions), if the effect of such failure, which default or other event or 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) to cause cause, with the giving of notice if required, all 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 all such Indebtedness to be declared to be due and payable made, prior to its stated maturity maturity; provided that this clause (without regard e)(B) shall not apply to secured Indebtedness that becomes due (or requires an offer to purchase) as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided further that, any failure described under clause (A) or (B) above is unremedied or is not waived by the holders of such Indebtedness prior to any subordination terms with respect thereto), termination of the Commitments or such Contingent Obligation acceleration of the Loans pursuant to become payable or cash collateral in respect thereof to be demandedArticle VIII; or

Cross-Default. Any Credit Loan Party or any Subsidiary of any Credit Party (i) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the giving effect to any applicable grace period in respect of any Junior Term Loan Obligations or notice periodany Indebtedness (including Swap Contracts) or Guarantee of Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of more than the Threshold Amount, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to observe or perform or observe any other agreement or condition relating to the Junior Term Loan Obligations or covenantany such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or otherwise relating to the Junior Term Loan Obligations or such Indebtedness, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness occurs (other than the Obligations) any termination event or analogous provision in any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderSwap Contract), if the effect of such failure, which default or other event or condition is to cause, or to permit permit, irrespective of whether exercised, the holder or holders of the Junior Term Loan Obligations or such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, the Junior Term Loan Obligations or such Indebtedness to be declared demanded or to become due or to be due and payable accelerated, repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem the Junior Term Loan Obligations or such Indebtedness to be made, prior to its stated maturity (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment after the applicable grace 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 the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace period or cure period therefore to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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 thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Parent Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness when due (other than the Obligationswhether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, Term Loan Obligations or any other Indebtedness or Guarantee (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted other than Indebtedness hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required and after giving effect to the running of any grace periods applicable thereto, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Parent 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 Parent Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Parent Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; provided, however, this clause (e) shall not apply to (1) voluntary prepayments and redemptions, (2) any Non-Recourse Debt or Project Financing or (3) any repurchase or redemption of Indebtedness in connection with a change of control offer or asset sale offer or other similar mandatory prepayment; or

Cross-Default. (i) Any Credit Party or any Subsidiary of any Credit Non-Excluded Party (iA) fails to make any payment in respect of (after giving effect to any Indebtedness (other than the Obligationsapplicable grace periods, cures or waivers) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and such failure continues after Indebtedness 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 the applicable grace or notice periodThreshold Amount, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, in each case with the giving of notice if required but after giving effect to any applicable grace periods, cures or waivers, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 a Non-Excluded Party 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 Non-Excluded Party is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Non-Excluded Party as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit (i) The Company, any other Loan Party or any Material Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 the Threshold Amount, or fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demandof the Swap Termination Value in an amount greater than the Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demandeddemanded (in each case, after giving effect to any 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)(i) shall not apply (v) to secured Indebtedness that becomes due as a result of the voluntary Disposition or transfer of the property or assets securing such Indebtedness, so long as such Disposition is permitted hereunder and such Indebtedness is retired concurrently therewith, (w) to mandatory prepayments or redemptions of Indebtedness incurred in reliance on Section 7.03(k), (o), (p), (q), (r), (s) or (t) in accordance with the terms of such Indebtedness, so long as such Disposition and such prepayment is permitted hereunder, (x) to the 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 repurchase, repayment or redemption of such Indebtedness on a predetermined date provided in the documentation for such Indebtedness, or an offer to repurchase, 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 Credit Loan Party or any Subsidiary of any Credit Party (i) fails to make defaults in any payment 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 foregoing, in respect of any Indebtedness each case, constituting Recourse Debt (other than the Obligations) or Contingent Obligation in respect ), after the expiration of Indebtedness (other than (x) Contingent Obligations in respect any period of the Obligations, (y) Contingent Obligations owing by one Credit Party grace provided with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthereto, or otherwise) and such failure continues after the applicable grace any Loan Party or notice period, if any, specified in the document relating thereto on the date of such failure; or (ii) any Subsidiary fails to perform or observe any other agreement, term or condition or covenant, contained in any agreement evidencing Recourse Debt (or any other event shall occur thereunder or condition exist, under any such agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderoccurs and is continuing), if after the expiration of any grace period, and the effect of such failure, payment default or other failure or event or condition is to cause, or to permit the holder or holders of such Indebtedness obligation to cause, with the giving of notice if required, such obligation to be demanded or beneficiary to become due (or beneficiaries such obligation becomes subject to required 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 Indebtedness default or other failure or event; or (ii) defaults in any payment 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 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 a trustee any other event thereunder or agent on behalf 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 beneficiary to become due (or beneficiariessuch obligation becomes subject to required 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 $100,000,000 at the time of such default or other failure or event; provided, further, that this Section 8.01(e) shall not apply to (1) secured obligations that become due as a 91 result of the voluntary sale or transfer of the property or assets securing such obligations, 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 Indebtedness obligations to become due solely as a result of a breach of terms governing the sale, pledge or disposal of margin stock (within the meaning of Regulation U of the FRB) and would cause this Agreement or any Loan to be declared subject to the margin requirements or any other restriction under Regulation U of the 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 payable prior to its stated maturity (without regard to any subordination terms such event shall not have otherwise resulted in an event of default with respect thereto), or to such Contingent Obligation to become payable or cash collateral in respect thereof to be demandedobligations; or

Cross-Default. Any Credit Party or any Subsidiary of any Credit Party (i) The Borrower or any Restricted Subsidiary fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) and in respect of any Material Indebtedness and, only with respect to a Non-Guarantor Restricted Subsidiary, the effect of which non-payment is that such failure continues after the applicable grace Material Indebtedness is demanded to become or notice periodbecomes due to be repurchased, if anyprepaid, specified in the document relating thereto on the date of defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such failureMaterial Indebtedness is demanded or required to be made, prior to its stated maturity; or (ii) the Borrower or any Restricted Subsidiary (other than a Non-Guarantor Restricted Subsidiary) fails to observe or perform or observe any other agreement or condition relating to any such Material Indebtedness or covenantcontained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such Guarantees constituting Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect of the full amount thereof to be demanded; or(iii) any Non-Guarantor Restricted Subsidiary fails to observe or perform any other agreement or condition relating to any such Material 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 that such Material Indebtedness is demanded to become due or becomes due to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness is demanded or required to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect of the full amount thereof to be demanded; or (iv) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) with respect to all transactions under such Swap Contract resulting from (A) any event of default under such Swap Contract as to which any Loan Party is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (under and as defined in such Swap Contract) as to which any Loan Party is the sole Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Parties as a result thereof is greater than the Threshold Amount.

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due, or within the applicable grace periods, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether the Threshold Amount; provided that such failure shall not constitute an Event of Default so long as the validity or amount of such payment is being contested in good faith by scheduled maturity, required prepayment, acceleration, demandappropriate proceedings and the Borrower or any Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (i)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, so long as such Indebtedness is repaid in accordance with its terms; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the 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 thereof is greater than the Threshold Amount; provided that with respect to any failure or any other event in clause (i) or (ii) above such failure or event remains unremedied or is not waived by the applicable creditor or creditors prior to the exercise of remedies pursuant to Section 9.02; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and such failure continues after Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the applicable grace or notice periodThreshold Amount, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit with the holder or holders giving 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) to cause notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or as a result of a casualty event affecting such property or assets or (y) a “change of control” put arising as a result of any acquisition of any entity or its subsidiaries or any business thereof so long as in each case any such Indebtedness that is put in accordance with the terms of such Indebtedness is paid as required by the terms of such Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the 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 thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Material Subsidiary of any Credit Party thereof (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturitythe Threshold Amount, required prepayment, acceleration, demand, or otherwise) and such failure continues shall continue after the applicable grace or notice period, if any, specified in the document agreement or instrument relating thereto on the date of to such failure; Indebtedness, or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(i)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder; (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 Material 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 Material Subsidiary as a result thereof is greater than the Threshold Amount; or (iii) there occurs any event or circumstance entitling the Persons purchasing, or financing the purchase of, receivables or equipment under any Qualified Securitization Transaction to stop so purchasing or financing, other than by reason of the occurrence of the stated expiry date of such Qualified Securitization Transaction, a refinancing of such Qualified Securitization Transaction through another Qualified Securitization Transaction, a reduction in any applicable borrowing base, or the occurrence of any other event or circumstance which is not, or is not related primarily to, an action or statement taken or made, or omitted to be taken or made, by or on behalf of, or a condition of or relating to, the Borrower or any of its Subsidiaries; or

Cross-Default. Any Credit Party (i) The Parent or any Borrower or any Subsidiary of any Credit Party Borrower (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 the Parent or any Borrower or any Subsidiary of any Borrower 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 Parent or any Borrower or any Subsidiary of any Borrower is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Parent or any Borrower or any Subsidiary of any Borrower as a result thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party thereof (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues shall continue after the applicable grace or notice period, if any, specified in the document agreement or instrument relating thereto on the date of to such failure; Material Indebtedness, or (iiB) fails to observe or perform or observe any other agreement or condition relating to any such Material Indebtedness or covenantcontained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs and such failure shall occur or condition existcontinue after the applicable grace period, under any if any, specified in the agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the ObligationsMaterial Indebtedness, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of such any Guarantee thereof that constitutes Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 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 the Loan Party or such Subsidiary as a result thereof is greater than $2,000,000; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due beyond the applicable grace period with respect thereto (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand Indebtedness under Swap Contracts) having an outstanding 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other condition or covenant, or any other event shall occur agreement or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the ObligationsIndebtedness hereunder and Indebtedness under Swap Contracts) or contained in any such Contingent Obligation (instrument or agreement evidencing, securing or relating thereto, or any other than (x) Contingent Obligations in respect of the Obligationsevent occurs, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness any Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an involuntary offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the 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 thereof is greater than the Threshold Amount (unless such Swap Contract is in connection with a Monetization Transaction for which the Swap Termination Value may be satisfied by the delivery of the underlying Specified Equity Interests related to such Monetization Transaction); or (iii) there occurs any Event of Default under and as defined in the Existing Revolving Credit Agreement; or

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Party (iA) fails to make any payment when due and beyond the applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand Indebtedness under Swap Contracts) having an outstanding 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise(B) and such failure continues after the fails (beyond any applicable grace period) to observe or notice period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable repurchased, prepaid, defeased or redeemed prior to its stated maturity (without regard maturity, or an offer to any subordination terms with respect thereto)repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demandeddemanded unless, in the case of this clause (i), such event or condition is no longer continuing or has been waived in accordance with the terms of such Indebtedness such that the holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled or permitted to cause such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; orprovided that this clause (i) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (2) convertible debt that becomes due as a result of an offer to repurchase that is required to be made or a conversion, repayment or redemption event, provided such repurchase, conversion, repayment or redemption is effectuated only in capital stock or is permitted to be repurchased, settled upon conversion in cash, repaid or redeemed pursuant to Section 8.06(g); 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 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 a Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount;”

Cross-Default. Any Credit Party or any Subsidiary of any Credit Party (i) fails With respect to make (x) any payment in respect of Subordinated Debt, or (y) any Indebtedness or guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 250,000, in the case of (x) or (y) any Loan Party or Subsidiary thereof (A) fails to make any payment 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 or guarantee, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, and such failure default continues after for more than the applicable grace or notice cure period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenanttherein specified, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation guarantee to become payable or cash collateral 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 any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as defined in such Swap Contract) as to which any Loan Party or any Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by a Loan Party or any Subsidiary as a result thereof is greater than $250,000; or

Cross-Default. Any Credit Party or any Subsidiary of any Credit Party (i) fails With respect to make (x) any payment in respect of Subordinated Debt, or (y) any Indebtedness or guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 250,000, in the case of (x) or (y) any Loan Party or Subsidiary thereof (A) fails to make any payment 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 or guarantee, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, and such failure default continues after for more than the applicable grace or notice cure period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenanttherein specified, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation guarantee to become payable or cash collateral Cash Collateral in respect thereof to be demanded; oror (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 any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as defined in such Swap Contract) as to which any Loan Party or any Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by a Loan Party or any Subsidiary as a result thereof is greater than $250,000; or 152

Cross-Default. (i) Any Credit Loan Party or any Subsidiary of any Credit Loan Party (iA) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 50,000,000 when due (whether by scheduled stated maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument or relating to any such Indebtedness (other than and such failure continues after the Obligations) applicable grace or any notice period, if any, specified in the document relating thereto on the date of such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder)failure, if the effect of such failure, event or 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) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), provided that this clause (e)(i)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the Property or assets securing such Contingent Obligation Indebtedness, if (1) such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (2) all required repayments or prepayments (if any) required under the terms of the agreements governing such Indebtedness arising because of such voluntary sale or transfer are paid in accordance with the terms of such agreements or (y) any requirement to become payable deliver cash or cash collateral equity securities upon conversion of any convertible Indebtedness; or (ii) any “Event of Default” (or term of like import) shall occur under (A) the 2027 Notes Indenture, or (B) the 2021 Convertible Senior Notes Indenture or (C) any Non-ABL Priority Lien Debt (or the equivalent of any “Event of Default” shall occur under the definitive documents evidencing any Permitted Refinancing Indebtedness with to the foregoing) and such applicable “Event of Default” shall not have been annulled, waived or rescinded in respect thereof to be demanded; oraccordance with the terms of such documents;

Cross-Default. (i) Any Credit Loan Party or any Restricted Subsidiary of any Credit Party thereof (iA) fails to make any payment when due beyond any applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe any other condition or covenant, or any other event shall occur agreement or condition exist, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or Guarantee or contained in any such Contingent Obligation instrument (other than (x) Contingent Obligations in respect of the Obligationsany Swap Contract, as to which clause (ii) below shall apply and (y) Contingent Obligations owing by one Credit Party with respect indebtedness permitted under Section 7.02(b) (to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderextent it then exceeds the Threshold Amount), if as to which clause (iii) below shall apply) or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation 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 a Loan Party or any Restricted 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 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 Subsidiary as a result thereof is greater than the Threshold Amount or (iii) fails to observe or perform any agreement or condition relating to any Indebtedness permitted under Section 7.02(b) (to the extent it then exceeds the Threshold Amount), or any other event occurs, in each case, the effect of which default or other event is to cause (x) the outstanding amount of such Indebtedness to be demanded or to become due (whether by acceleration or otherwise) or an offer to be required to be made to repurchase, prepay, defease or redeem the outstanding amount of such Indebtedness to be made, prior to its stated maturity or (y) the holder of such Indebtedness to commence any suit to enforce such Indebtedness or commence enforcement of remedies against any collateral securing such Indebtedness; provided that this clause (iii) shall not apply to any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if (a) such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (b) repayments are made as required by the terms of the respective Indebtedness; or

Cross-Default. Any Credit Party (i) The Borrower or any Subsidiary of any Credit Party (iA) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) beyond any applicable grace period in respect of any Indebtedness or Guarantee (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunderand 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 $2,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demandthe Threshold Amount, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (iiB) fails to observe or perform or observe beyond any applicable grace period any other agreement or condition relating to any such Indebtedness or covenantGuarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition existoccurs, under any agreement or instrument relating to any such Indebtedness (other than the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect of the Obligations, (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder), if the effect of such failure, which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Indebtedness Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause cause, with the giving of notice if required, such Indebtedness to be declared demanded or to become due or to be due and payable 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 (without regard to any subordination terms with respect thereto)maturity, or such Contingent Obligation Guarantee to become payable or cash collateral in respect thereof to be demandeddemanded (in each case after giving effect to any applicable grace period), provided that this clause (e)(i) shall not apply to secured Indebtedness that becomes due as a result of a voluntary Disposition or transfer of property or assets securing such Indebtedness so long as such Disposition or transfer is permitted hereunder and such Indebtedness is retired in its entirety (including all fees and expenses associated therewith) concurrently therewith; 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 Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Credit Party (i) The Company or any Subsidiary of any Credit Party (iA) fails to make any payment in respect of any Indebtedness or Contingent Obligation (other than the Obligations) or Contingent Obligation in respect of Indebtedness (other than (x) Contingent Obligations in respect of the ObligationsSwap Contracts), (y) Contingent Obligations owing by one Credit Party with respect to the obligations of another Credit Party permitted hereunder or (z) earnouts permitted hereunder) 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 $2,500,000 50,000,000, 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 the document relating thereto on the date of such failure); or (iiB) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (and, solely in the case of a failure to comply with any financial statement or other than information delivery or reporting requirement or in the Obligations) or any such Contingent Obligation (other than (x) Contingent Obligations in respect case of the Obligationsentry of any judgment or decree, (y) Contingent Obligations owing by one Credit Party with respect to the obligations so long as such judgment or decree constitutes a Default but not an Event of another Credit Party permitted hereunder or (z) earnouts permitted hereunderDefault under Section 8.01(i), such failure or event continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure or event) if the effect of such failure, event or condition is to cause, or to permit (or, with the giving of notice or lapse of time or both, would 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) to cause cause, such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to maturity, or, in the case of any subordination terms with respect thereto)such Indebtedness consisting of Contingent Obligations, or such Contingent Obligation 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 (x) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (y) 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 $50,000,000; or