Common use of Cross-Default; Cross-Acceleration Clause in Contracts

Cross-Default; Cross-Acceleration. (i) Failure of the Borrower or any Subsidiary to pay any Material Indebtedness when due (after giving effect to any period of grace set forth in any agreement under which such Indebtedness was created or is governed); (ii) the default by the Borrower or any Subsidiary in the performance of any other term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, such Indebtedness to become due, or to require the prepayment, repurchase, Redemption or defeasance thereof, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise become due and payable or be required to be prepaid, repurchased, Redeemed or defeased prior to the stated maturity date thereof; provided that clause (iii) above shall not apply to (A) any secured Indebtedness becoming due as a result of the voluntary sale or transfer or casualty of the assets securing such Indebtedness, (B) any Indebtedness becoming due as a result of a regularly scheduled payment or a voluntary prepayment, refinancing or other Redemption thereof permitted under this Agreement, (C) any Indebtedness becoming due in connection with a special mandatory redemption due to the failure of an acquisition or other specified transaction to be consummated; (D) Indebtedness that becomes due as a result of a change in law, tax regulation or accounting treatment so long as such Indebtedness is paid when due or (E) any offers to prepay, repurchase, redeem or defease prior to the stated maturity of any Indebtedness which are subject to the prior Payment in Full;

Cross-Default; Cross-Acceleration. (i) Failure of the The Borrower or any Subsidiary (A) fails to pay make any Material Indebtedness payment 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 Indebtedness under the Three-Year Facility) 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 $75,000,000 or (B) after giving effect to all grace periods, fails to observe or perform any period of grace set forth in other agreement or condition relating to any agreement under which such Indebtedness was created or is governed); (ii) the default by the Borrower Guarantee or any Subsidiary in the performance of any other term, provision or condition contained in any instrument or agreement under which evidencing, securing or relating thereto, or any Material Indebtedness was created or is governedother event occurs, the effect of which default or other event is to cause, such Indebtedness to be demanded or to become duedue or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem such Indebtedness to be made, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise , or such Guarantee to become due and payable or be required cash collateral in respect thereof to be prepaid, repurchased, Redeemed or defeased prior to the stated maturity date thereofdemanded; provided that clause (iiiii) above shall not apply to there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any secured Indebtedness becoming due event of default under such Swap Contract as a result of to which the voluntary sale Borrower or transfer any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or casualty of the assets securing such Indebtedness, (B) any Indebtedness becoming due 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) an Event of a regularly scheduled payment or a voluntary prepayment, refinancing or other Redemption thereof permitted under this Agreement, Default (C) any Indebtedness becoming due in connection with a special mandatory redemption due to the failure of an acquisition or other specified transaction to be consummated; (D) Indebtedness that becomes due as a result of a change in law, tax regulation or accounting treatment so long as such Indebtedness term is paid when due or (Edefined in the Three-Year Facility) any offers to prepay, repurchase, redeem or defease prior to under the stated maturity of any Indebtedness which are subject to the prior Payment in Full;Three-Year Facility has occurred and is continuing; or

Cross-Default; Cross-Acceleration. (i) Failure of the The Borrower or any Restricted Subsidiary (A) fails to pay make any Material 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 when due (after giving effect other than Indebtedness hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount (such Indebtedness, the “Specified Indebtedness”), or (B) fails to observe or perform any other agreement or condition relating to any period of grace set forth in any agreement under which such Indebtedness was created or is governed); (ii) the default by the Borrower Specified Indebtedness, or any Subsidiary other event occurs, and, in each case, continues beyond the performance of any other term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governedapplicable grace period with respect thereto, the effect of which default or other event is to cause, or to permit the holder or holders of such Specified Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Specified Indebtedness to become duedue or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem such Specified Indebtedness to be made, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise become due and payable or be required to be prepaid, repurchased, Redeemed or defeased prior to the stated maturity date thereof; provided that this clause (iiie)(B) above shall not apply to to: (Ai) any secured Indebtedness becoming that becomes due as a result of the voluntary sale or transfer or casualty of the property or assets securing such Specified Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Specified Indebtedness; (Bii) with respect to Specified Indebtedness consisting of any Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and (iii) any Indebtedness becoming due as event requiring a result prepayment or offer to purchase pursuant to customary asset sale or change of a regularly scheduled payment or a voluntary prepayment, refinancing or other Redemption thereof permitted under this Agreement, (C) any Indebtedness becoming due in connection with a special mandatory redemption due to the failure of an acquisition or other specified transaction to be consummated; (D) Indebtedness that becomes due as a result of a change in law, tax regulation or accounting treatment so long as such Indebtedness is paid when due or (E) any offers to prepay, repurchase, redeem or defease prior to the stated maturity of any Indebtedness which are subject to the prior Payment in Full;control provisions.

Cross-Default; Cross-Acceleration. (i) Failure of the The Borrower or any Subsidiary of its Subsidiaries (A) fails to pay make any Material Indebtedness payment when due (after giving effect whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee of Indebtedness (other than Indebtedness hereunder, Indebtedness under Swap Contracts and 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 the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any period of grace set forth in any agreement under which such Indebtedness was created or is governed); Guarantee (iiother than with respect to any Non-Recourse Bank Loan Agreement Event of Default or Financial Covenant Bank Loan Agreement Event of Default) the default by the Borrower or any Subsidiary in the performance of any other term, provision or condition contained in any instrument or agreement under which evidencing, securing or relating thereto, or any Material Indebtedness was created or is governedother event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (other than with respect to any Non-Recourse Bank Loan Agreement Event of Default or Financial Covenant Bank Loan Agreement Event of Default) or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become duedue or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem such Indebtedness to be made, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise , or such Guarantee to become due and payable or be required cash collateral in respect thereof to be prepaid, repurchased, Redeemed or defeased prior to the stated maturity date thereofdemanded; provided that clause (iiiii) above shall not apply to there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any secured Indebtedness becoming due event of default under such Swap Contract as a result of to which the voluntary sale Borrower or transfer any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or casualty of the assets securing such Indebtedness, (B) any Indebtedness becoming due 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, (iii) the Borrower or any of a regularly its Subsidiaries fails to make any payment when due (whether by scheduled payment or a voluntary maturity, required prepayment, refinancing acceleration, demand, or other Redemption thereof permitted otherwise) in respect of any Non-Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under this Agreementany combined or syndicated credit arrangement) of more than the Threshold Amount, (Civ) any Indebtedness becoming due in connection with a special mandatory redemption due Non-Recourse Bank Loan Agreement Event of Default occurs or is continuing (solely to the failure extent that such Non-Recourse Bank Loan Agreement Event of Default is the result of an acquisition or other specified transaction to be consummated; (Dacceleration of the maturity of Non-Recourse Indebtedness) Indebtedness that becomes due as a result of a change in law, tax regulation or accounting treatment so long as such Indebtedness is paid when due or (Ev) any offers to prepay, repurchase, redeem a Financial Covenant Bank Loan Agreement Event of Default occurs or defease prior to the stated maturity of any Indebtedness which are subject to the prior Payment in Full;is continuing; or

Cross-Default; Cross-Acceleration. (i) Failure Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any (x) Indebtedness under the First Lien Credit Agreement or any refinancing thereof secured by any or all of the Borrower Collateral or (y) any other Indebtedness (other than Indebtedness hereunder or the First Lien Credit Agreement) having (in the case of this clause (y)) an aggregate principal amount of more than the Threshold Amount (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and which is not as a result of any default thereunder by any Loan Party or any Subsidiary Restricted Subsidiary), (B) fails to pay observe or perform any Material Indebtedness when due (after giving effect other agreement or condition relating to any period of grace set forth Indebtedness referred to in any agreement under which such Indebtedness was created or is governedclause (i)(A); (ii) the default by the Borrower , or any Subsidiary in the performance of any other term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governedevent occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become duedue or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem such Indebtedness to be made, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise become due and payable or be required to be prepaid, repurchased, Redeemed or defeased prior to the stated maturity date thereof; provided that this clause (iiii)(B) above shall not apply to (A) any secured Indebtedness becoming that becomes due as a result of the voluntary sale or transfer or casualty 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 Indebtedness; 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 acceleration of the Term Loans pursuant to Section 8.02; provided, further, that with respect to the occurrence of any such default or event or other condition under the First Lien Credit Agreement, such default or event or other condition shall only constitute a Default and/or an Event of Default under this Agreement if such default or event or other condition (Bx) any Indebtedness becoming has resulted in the principal amount of the First Lien Loans having been declared due and payable prior to the stated maturity thereof in accordance with the terms of the First Lien Credit Agreement or (y) has arisen as a result of a regularly scheduled payment or a voluntary prepaymentfailure of any Loan Party to pay any First Lien Loans at their stated maturity, refinancing or other Redemption thereof permitted under this Agreementand, (C) any Indebtedness becoming due in connection with a special mandatory redemption due each case, only to the extent such acceleration has not been rescinded or such failure of an acquisition has not been remedied or other specified transaction to be consummatedwaived, as the case may be; (D) Indebtedness that becomes due as a result of a change in law, tax regulation or accounting treatment so long as such Indebtedness is paid when due or (E) any offers to prepay, repurchase, redeem or defease prior to the stated maturity of any Indebtedness which are subject to the prior Payment in Full;or

Cross-Default; Cross-Acceleration. (i) Failure of the Borrower Any Loan Party or any Subsidiary of its Subsidiaries (A) fails to pay make any Material Indebtedness payment when due (after giving effect whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and, except in the case of any such payment due at scheduled maturity or by acceleration, such payment is not made within any applicable grace period, in respect of (1) the Second Lien Credit Agreement or (2) any other Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement or indenture) for purposes of this clause (A) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any period of grace set forth in any agreement under which such Indebtedness was created or is governed); (ii) the default by the Borrower Guarantee or any Subsidiary in the performance of any other term, provision or condition contained in any instrument or agreement under which evidencing, securing or relating thereto, or any Material Indebtedness was created or is governedother event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become duedue or to be accelerated, repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem such Indebtedness to be made, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise , or such Guarantee to become due and payable or be required cash collateral in respect thereof to be prepaid, repurchased, Redeemed demanded; or defeased prior to the stated maturity date thereof; provided that clause (iiiii) above shall not apply to there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any secured Indebtedness becoming due event of default under such Swap Contract as a result of to which the voluntary sale Borrower or transfer any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or casualty of the assets securing such Indebtedness, (B) any Indebtedness becoming due Termination Event (as so defined) 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 Loan Party or such Subsidiary as a result of a regularly scheduled payment or a voluntary prepayment, refinancing or other Redemption thereof permitted under this Agreement, (C) any Indebtedness becoming due in connection with a special mandatory redemption due to is greater than the failure of an acquisition or other specified transaction to be consummatedThreshold Amount; (D) Indebtedness that becomes due as a result of a change in law, tax regulation or accounting treatment so long as such Indebtedness is paid when due or (E) any offers to prepay, repurchase, redeem or defease prior to the stated maturity of any Indebtedness which are subject to the prior Payment in Full;or

Cross-Default; Cross-Acceleration. (i) Failure of the Borrower Any Loan Party or any Subsidiary (A) fails to pay make any Material Indebtedness payment when due (due, after giving effect to any period applicable cure or grace periods (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Consolidated Recourse Indebtedness (other than any Consolidated Recourse Indebtedness under this Agreement) 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, either individually or in the aggregate, (B) fails to make any payment when due, after giving effect to any applicable cure or grace set forth periods (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any agreement Indebtedness that is not Consolidated Recourse Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under which any combined or syndicated credit arrangement) of more than $125,000,000, either individually or in the aggregate (other than a failure to pay such Indebtedness was created amount of the Prudential Debt on or is governed); prior to the earlier of (i) a refinancing of the Prudential Debt or (ii) the default by the Borrower November 15, 2024)), (C) fails to observe or any Subsidiary in the performance of perform any other term, provision agreement or condition relating to any such Indebtedness described in clause (A) and (B) or Guarantee thereof or contained in any instrument or agreement under which evidencing, securing or relating thereto after giving effect to any Material applicable cure or grace periods, or any other event occurs with respect to any such Indebtedness was created after giving effect to any applicable cure or is governedgrace periods, in each case of clauses (A), (B) and (C) the effect of which failure, default or other event is to cause the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become duedue or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem such Indebtedness to be made, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise , or such Guarantee to become due and payable or be required cash collateral in respect thereof to be prepaid, repurchased, Redeemed demanded; or defeased prior to the stated maturity date thereof; provided that clause (iiiii) above shall not apply to there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any secured Indebtedness becoming due event of default under such Swap Contract as a result of to which Borrower or any Subsidiary is the voluntary sale Defaulting Party (as defined in such Swap Contract) or transfer or casualty of the assets securing such Indebtedness, (B) any Indebtedness becoming due 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 of a regularly scheduled payment thereof is greater than the Threshold Amount, either individually or a voluntary prepayment, refinancing or other Redemption thereof permitted under this Agreement, (C) any Indebtedness becoming due in connection with a special mandatory redemption due to the failure of an acquisition or other specified transaction to be consummatedaggregate; (D) Indebtedness that becomes due as a result of a change in law, tax regulation or accounting treatment so long as such Indebtedness is paid when due or (E) any offers to prepay, repurchase, redeem or defease prior to the stated maturity of any Indebtedness which are subject to the prior Payment in Full;or

Cross-Default; Cross-Acceleration. (i) Failure of the The Borrower or any Subsidiary (A) fails to pay make any Material Indebtedness payment 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 Indebtedness under the 364-Day Facility) 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 $75,000,000 or (B) after giving effect to all grace periods, fails to observe or perform any period of grace set forth in other agreement or condition relating to any agreement under which such Indebtedness was created or is governed); (ii) the default by the Borrower Guarantee or any Subsidiary in the performance of any other term, provision or condition contained in any instrument or agreement under which evidencing, securing or relating thereto, or any Material Indebtedness was created or is governedother event occurs, the effect of which default or other event is to cause, cause such Indebtedness to be demanded or to become duedue or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem such Indebtedness to be made, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise , or such Guarantee to become due and payable or be required cash collateral in respect thereof to be prepaid, repurchased, Redeemed or defeased prior to the stated maturity date thereofdemanded; provided that clause (iiiii) above shall not apply to there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any secured Indebtedness becoming due event of default under such Swap Contract as a result of to which the voluntary sale Borrower or transfer any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or casualty of the assets securing such Indebtedness, (B) any Indebtedness becoming due 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) an Event of a regularly scheduled payment or a voluntary prepayment, refinancing or other Redemption thereof permitted under this Agreement, Default (C) any Indebtedness becoming due in connection with a special mandatory redemption due to the failure of an acquisition or other specified transaction to be consummated; (D) Indebtedness that becomes due as a result of a change in law, tax regulation or accounting treatment so long as such Indebtedness term is paid when due or (Edefined in the 364-Day Facility) any offers to prepay, repurchase, redeem or defease prior to under the stated maturity of any Indebtedness which are subject to the prior Payment in Full;364-Day Facility has occurred and is continuing); or

Cross-Default; Cross-Acceleration. Any payment default shall occur with respect to any payment of principal of or interest on any Indebtedness of any Loan Party, in each case (i) Failure of excluding the Term Loans and any Indebtedness owed to the Borrower or any Subsidiary to pay any Material Indebtedness when due (after giving effect to any other Loan Party) in excess of the Threshold Amount and such default shall continue beyond the period of grace set forth grace, if any, provided in any the instrument or agreement under which such Indebtedness was created or is governed); created, (ii) any default shall occur with respect to the default observance or performance by the Borrower or any Subsidiary in the performance Loan Party of any other term, provision agreement relating to any Indebtedness of any Loan Party (excluding Indebtedness hereunder) referred to in clause (i) above or condition contained in any instrument or agreement under which evidencing, securing or relating thereto, or any Material Indebtedness was created other event shall occur or is governedcondition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice or lapse of time if required, such Indebtedness to become due, or to require the prepayment, repurchase, Redemption or defeasance thereof, due prior to its stated maturity; or maturity (iiian “Acceleration”) and such time shall have lapsed and, if any Material Indebtedness notice (a “Default Notice”) shall otherwise become due and payable or be required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be prepaiddelivered, repurchasedsuch Default Notice shall have been given and (in the case of the preceding clause (i) or this clause (ii)) such default, Redeemed event or defeased prior to the stated maturity date thereof; condition shall not have been remedied or waived by or on behalf of such holder or holders (provided that this clause (iiiii) above shall not apply to (Aw) any secured Indebtedness becoming that becomes due as a result of the voluntary sale or transfer or casualty of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder, (Bx) any Indebtedness becoming due as a result termination event or similar event pursuant to the terms of a regularly scheduled payment or a voluntary prepayment, refinancing or other Redemption thereof permitted under this any Interest Rate Agreement, Currency Agreement or Commodity Agreement), (Cy) any Indebtedness becoming due in connection with a special mandatory redemption obligations arising due to the failure of an acquisition or other specified transaction to be consummated; (D) Indebtedness that becomes due as a result delivery of a change in law, tax regulation or accounting treatment so long as notice of voluntary prepayment of Indebtedness if such Indebtedness voluntary prepayment is paid when due permitted hereunder or (Ez) any offers to prepaymandatory prepayments of asset-based loans in an aggregate principal amount not in excess of the Threshold Amount), repurchase, redeem or defease prior to the stated maturity (iii) there shall have been an Acceleration of any Indebtedness which are subject (excluding Indebtedness hereunder) referred to in clause (i) above and, if the prior Payment in Full;Administrative Agent has not yet commenced the exercise of remedies under the Loan Documents, such Acceleration shall not have been rescinded; or

Cross-Default; Cross-Acceleration. (i) Failure of the Borrower or any Subsidiary to pay any Material Indebtedness when due (after giving effect to any period of grace set forth in any agreement under which such Indebtedness was created or is governed);; or (ii) (A) the default by the Borrower or any Subsidiary in the performance of any other term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, cause such Indebtedness to become due, or to require the prepayment, repurchase, Redemption redemption or defeasance thereof, prior to its stated maturity; or maturity or (iiiB) any Material Indebtedness shall otherwise become due and payable or be required to be prepaid, repurchased, Redeemed redeemed or defeased (other than by a regularly scheduled payment) prior to the stated maturity date thereof; thereof (provided that clause (iiiB) above shall not apply to (A1) any secured Indebtedness becoming due as a result of the voluntary sale or transfer or casualty of the assets securing such Indebtedness, (B2) any Indebtedness becoming due as a result of a regularly scheduled payment voluntary prepayment or a voluntary prepayment, refinancing or other Redemption thereof permitted under this Agreement, (C3) any Indebtedness becoming due in connection with a special mandatory redemption due to the failure of an acquisition or other specified transaction to be consummated; consummated or (D4) Indebtedness that becomes due as a result of a change in law, tax regulation or accounting treatment so long as such Indebtedness is paid when due or (E) any offers to prepay, repurchase, redeem or defease prior to the stated maturity of any Indebtedness which are subject to the prior Payment in Fulldue);

Cross-Default; Cross-Acceleration. Any Loan Party or any Restricted Subsidiary (iA) Failure fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder, Indebtedness in respect of the Borrower Calgary Bridge Financing or the Calgary Permanent Financing and Indebtedness under the First Lien Loan Documents) having an aggregate principal amount of not less than the Threshold Amount, (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any Subsidiary other event occurs (other than, with respect to pay any Material Indebtedness when due (after giving effect consisting of Swap Contracts, termination events or equivalent events pursuant to any period the terms of grace set forth in any agreement under which such Indebtedness was created or is governedSwap Contracts); (ii) the default by the Borrower or any Subsidiary in the performance of any other term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness to become duedue or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem all such Indebtedness to be made, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise become due and payable or be required to be prepaid, repurchased, Redeemed or defeased prior to the stated maturity date thereof; provided that this clause (iiie)(B) above shall not apply to (A) any secured Indebtedness becoming that becomes due as a result of the voluntary sale or transfer or casualty of the property or assets securing such Indebtedness, (B) any 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 becoming due as a result of a regularly scheduled payment or a voluntary prepayment, refinancing or other Redemption thereof permitted under this Agreement, (C) fails to observe or perform any agreement or condition (including without limitation any payment obligation) relating to any Indebtedness becoming due in connection under the First Lien Loan Documents, or any other event occurs (other than (i) with a special mandatory redemption due respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the failure terms of an acquisition such Swap Contracts and (ii) any event requiring prepayment of First Lien Loans pursuant to Section 2.06(b) of the First Lien Credit Agreement), in each case the effect of which default or other specified transaction event is to cause, with the giving of notice if required, all such Indebtedness to become due or to be consummated; repurchased, prepaid, defeased or redeemed (Dautomatically or otherwise) Indebtedness that becomes due as a result of a change in lawand/or to be secured by cash collateral, tax regulation or accounting treatment so long as an offer to repurchase, prepay, defease or redeem all such Indebtedness is paid when due or (E) any offers to prepaybe made, repurchase, redeem or defease prior to the its stated maturity of any Indebtedness which are subject to the prior Payment in Full;maturity; or

Cross-Default; Cross-Acceleration. (i) Failure Any Loan Party (A) fails to make any payment beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness for borrowed money hereunder) having an aggregate principal amount of not less than the Borrower Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any Subsidiary to pay any Material Indebtedness when due (after giving effect to any other event occurs, and, in each case, continues beyond the applicable grace period of grace set forth in any agreement under which such Indebtedness was created or is governed); (ii) the default by the Borrower or any Subsidiary in the performance of any other term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governedwith respect thereto, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become duedue or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem such Indebtedness to be made, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise become due and payable or be required to be prepaid, repurchased, Redeemed or defeased prior to the stated maturity date thereof; provided that this clause (iiie)(i)(B) above shall not apply to to: (Ai) any secured Indebtedness becoming that becomes due as a result of the voluntary sale or transfer or casualty of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; (Bii) with respect to Indebtedness consisting of any Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and (iii) any event requiring a prepayment or offer to purchase pursuant to customary asset sale or change of control provisions; or (ii) any Project Company fails to observe or perform any agreement or condition relating to any Indebtedness becoming due as a result (other than Indebtedness for borrowed money hereunder) having an aggregate principal amount of a regularly scheduled payment not less than the Threshold Amount, or a voluntary prepaymentany other event occurs, refinancing and, in each case, continues beyond the applicable grace period with respect thereto, the effect of which default or other Redemption thereof permitted under this Agreementevent is to cause, (C) any with the giving of notice if required, such Indebtedness becoming to become due in connection with a special mandatory redemption due to the failure of an acquisition or other specified transaction to be consummatedrepurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (De)(ii) shall not apply to: (A) secured Indebtedness that becomes due as a result of a change in lawthe voluntary sale or transfer of the property or assets securing such Indebtedness, tax regulation if such sale or accounting treatment so long as transfer is permitted hereunder and under the documents providing for such Indebtedness is paid when due or Indebtedness; and (EB) any offers event requiring a prepayment or offer to prepay, repurchase, redeem purchase pursuant to customary asset sale or defease prior to the stated maturity change of any Indebtedness which are subject to the prior Payment in Full;control provisions.

Cross-Default; Cross-Acceleration. (i) Failure of the Borrower Any Loan Party or any Subsidiary or Controlled JV Subsidiary thereof (A) fails to pay make any Material Indebtedness payment when due (due, after giving effect to any period of applicable cure or grace set forth periods, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in any agreement under which such Indebtedness was created or is governed); (ii) the default by the Borrower or any Subsidiary in the performance respect of any Indebtedness or Guarantee (other termthan Indebtedness hereunder, provision Indebtedness under Swap Contracts or the CMBS Indebtedness or Indebtedness that is not Consolidated 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 the Threshold Amount, (B) fails to observe or perform any other agreement or condition relating to any Indebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness under Swap Contracts, the CMBS Indebtedness or Indebtedness that is not Consolidated 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 the Threshold Amount or contained in any instrument or agreement under which evidencing, securing or relating thereto, or any Material Indebtedness was created other event occurs, after giving effect to any applicable cure or is governedgrace periods, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become duedue or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem such Indebtedness to be made, prior to its stated maturity; or , or such Guarantee to become payable or cash collateral in respect thereof to be demanded or (iiiC) fails to make any Material payment when due, after giving effect to any applicable cure or grace periods, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) or to observe or perform any agreement or condition, after giving effect to any applicable cure or grace periods, in each case relating to any Indebtedness shall otherwise or Guarantee that is not Consolidated Recourse Indebtedness (other than Indebtedness under Swap Contracts and the CMBS 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 $200,000,000, and as a consequence of such default the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) has demanded payment of such Indebtedness in full or has caused such Indebtedness to become immediately due and payable or be required to be immediately repurchased, prepaid, repurchaseddefeased or redeemed (automatically or otherwise), Redeemed or defeased an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable as to the stated maturity date thereofIndebtedness in full or cash collateral in respect to the Indebtedness in full to be demanded; provided that clause or (iiiii) above shall not apply to there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any secured Indebtedness becoming due event of default under such Swap Contract as to which a result of Loan Party or any Subsidiary or Controlled JV Subsidiary thereof is the voluntary sale Defaulting Party (as defined in such Swap Contract) or transfer or casualty of the assets securing such Indebtedness, (B) any Indebtedness becoming due Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary or Controlled JV Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party, such Subsidiary, or such Controlled JV Subsidiary as a result of a regularly scheduled thereof is greater than the Threshold Amount (or more than $200,000,000 if such payment or a voluntary prepayment, refinancing or other Redemption thereof permitted under this Agreement, (C) any Indebtedness becoming due in connection with a special mandatory redemption due to the failure of an acquisition or other specified transaction to be consummatedobligation does not constitute Consolidated Recourse Indebtedness); (D) Indebtedness that becomes due as a result of a change in law, tax regulation or accounting treatment so long as such Indebtedness is paid when due or (E) any offers to prepay, repurchase, redeem or defease prior to the stated maturity of any Indebtedness which are subject to the prior Payment in Full;or

Cross-Default; Cross-Acceleration. (i) Failure of the The Borrower or any Restricted Subsidiary (A) fails to pay make any Material 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 when due (after giving effect other than Indebtedness hereunder, Indebtedness in respect of the Calgary Bridge Financing or the Calgary Permanent Financing and Indebtedness under the First Lien Loan Documents or the Second Lien Loan Documents) having an aggregate principal amount of not less than the Threshold Amount, (B) fails to observe or perform any other agreement or condition relating to any period of grace set forth in any agreement under which such Indebtedness was created or is governed); (ii) the default by the Borrower Indebtedness, or any Subsidiary in other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the performance terms of any other term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governedsuch Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness to become duedue or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to require the prepayment, repurchase, Redemption prepay, defease or defeasance thereofredeem all such Indebtedness to be made, prior to its stated maturity; or (iii) any Material Indebtedness shall otherwise become due and payable or be required to be prepaid, repurchased, Redeemed or defeased prior to the stated maturity date thereof; provided that this clause (iiie)(B) above shall not apply to (A) any secured Indebtedness becoming that becomes due as a result of the voluntary sale or transfer or casualty of the property or assets securing such Indebtedness, (B) any Indebtedness becoming due as a result 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 a regularly scheduled payment such Indebtedness; or a voluntary prepayment, refinancing or other Redemption thereof permitted under this Agreement, (C) fails to observe or perform any agreement or condition (including without limitation any payment obligation) relating to any Indebtedness becoming due in connection under the First Lien Loan Documents or the Second Lien Loan Documents, or any other event occurs (other than (i) with a special mandatory redemption due respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the failure terms of an acquisition such Swap Contracts and (ii) any event requiring prepayment of First Lien Loans pursuant to Section 2.06(b) of each of the First Lien Credit Agreement or the Second Lien Credit Agreement), in each case the effect of which default or other specified transaction event is to cause, with the giving of notice if required, all such Indebtedness to become due or to be consummated; repurchased, prepaid, defeased or redeemed (Dautomatically or otherwise) Indebtedness that becomes due as a result of a change in lawand/or to be secured by cash collateral, tax regulation or accounting treatment so long as an offer to repurchase, prepay, defease or redeem all such Indebtedness is paid when due or (E) any offers to prepaybe made, repurchase, redeem or defease prior to the its stated maturity of any Indebtedness which are subject to the prior Payment in Full;maturity; or