Common use of Cross-Default Clause in Contracts

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided 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 Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Cross-Default. Any Loan Party Other than with respect to pre-petition Indebtedness prior to the Conversion Date, the payment of which is subject to an effective stay in the Bankruptcy Cases, the Borrower or any Restricted Principal Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than exceeding the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of control offers events and excess cash flow and indebtedness sweeps), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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 (x) such failure is unremedied and is not waived by the required holders of such Indebtedness and (y) for the avoidance of doubt, any event or condition set forth under this paragraph (e) shall not, until the expiration of any applicable grace period or the delivery of notice by the applicable holder or holders of such Indebtedness, constitute a Default or an Event of Default for purposes of this Agreement; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) ), in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, and such failure continues after the applicable grace period, if any, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to causecause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(BB) shall not apply to (i) 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 hereunder, (ii) any Indebtedness if the sole remedy or option of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto is to elect to convert such Indebtedness into Qualified Equity Interests and under cash in lieu of fractional shares and (iii) in the documents providing for case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests, such IndebtednessIndebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that such failure is unremedied or has not been waived by the holders of such Indebtedness at such time; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness of such Loan Party or Restricted Subsidiary (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness having an outstanding aggregate principal amount of not less than the Threshold Amount, or any other event occurs (other than, with respect to Indebtedness consisting of Swap ContractsContract, termination events or equivalent events pursuant to the terms of such Swap ContractsContract), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided 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 Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness having an aggregate principal amount (or, in the case of a Swap Contract, Swap Termination Value) of not less than the Threshold Amount (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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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 termination of the commitments or acceleration of the Loans pursuant to Article VIII; provided further that solely with respect to Parent (it being agreed that Parent shall be a Loan party only prior to the consummation of the Spin-Off), no event described in this Section 8.01(e) 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 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 all such Indebtedness to be made, prior to its stated maturity; or

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount$75,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Be)(i) shall not apply to Indebtedness secured by any Lien permitted under clause (i) or (j) of Section 7.01 to the extent such Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing secured by such IndebtednessLien, if or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such sale Swap Contract) resulting from (A) any Event of Default (as defined in such Swap Contract) as to which the Borrower or transfer any Subsidiary is permitted hereunder and 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 documents providing for 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 IndebtednessRestricted Subsidiary as a result thereof is greater than $75,000,000; or

Cross-Default. Any Loan Party Except with respect to the ABL Revolving Loans and other ABL Obligations, which shall be subject solely to clause (g) below, any Borrower or any Restricted Subsidiary (A) fails to make any principal or interest payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any other default thereunder by the Borrowers or any of its Restricted Subsidiaries), 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 requiredrequired and beyond the applicable grace period, if any, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all of such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to (i) 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 hereunder, (ii) any Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto or (y) the sole option is to elect, in each case, to convert such Indebtedness into Qualified Equity Interests and cash in lieu of fractional shares and (iii) in the case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests, such Indebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that any such failure described under clause (A) or (B) is unremedied and is not waived by the documents providing for holders of such IndebtednessIndebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having with an aggregate outstanding principal amount (or, in the case of a Swap Contract, Swap Termination Value) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness 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 occurs (other than, than (i) with respect to such Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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 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 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 all such Indebtedness to be made, prior to its stated maturity; or

Cross-Default. Any Loan Party Borrower or any Restricted Material Subsidiary shall: (Ai) fails fail to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness Debt (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets (x) Debt under the Loan Documents, (y) Swap Contracts which Indebtedness is limited in recourse shall be subject to such Receivables Management Assets clause (iii) below or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)(z) Newly Acquired Subsidiary Debt) having an aggregate principal amount then outstanding of not less more than the Threshold Amount, in each case beyond the applicable grace period with respect thereto, if any; (ii) default in the observance or (B) fails to observe or perform performance of any other agreement or condition relating to any such Indebtedness, or any other event occurs Debt (other thanthan (x) Debt under the Loan Documents, (y) Swap Contracts which shall be subject to clause (iii) below or (z) Newly Acquired Subsidiary Debt) having an aggregate principal amount then outstanding of more than the Threshold Amount, in each case beyond the applicable grace period with respect to Indebtedness consisting of Swap Contractsthereto, termination events or equivalent events pursuant to the terms of such Swap Contracts)if any, the effect of which default or other event is to cause, cause (or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness Debt (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 Debt to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness Debt to be made, prior to its stated maturitymaturity (with all notices provided for therein having been given, such that no further notice is required in order to exercise such right, other than notice of election of such right); provided that this clause (e)(Be)(ii) shall not apply to secured Indebtedness Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such IndebtednessDebt, if such sale or transfer is permitted or not restricted hereunder and such Debt is repaid when required under the documents providing for such IndebtednessDebt or to the mere declaration or exercise of redemption rights which declaration or exercise is at the sole option of the holder of such Debt; or (iii) fail to make when due one or more required payments under any Swap Contract as a result of the occurrence of an “Early Termination Date” (as defined in such Swap Contract and including any substantially similar term) arising from an “Event of Default” or a “Termination Event” (in each case, as defined in such Swap Contract and including any substantially similar term) with respect to which such Borrower or Material Subsidiary is a “Defaulting Party” (as defined in such Swap Contract and including any substantially similar term) where the “Non-defaulting Party” or “Non-affected Party” (in each case, as defined in such Swap Contract or any substantially similar term), as applicable, has designated such “Early Termination Date” (or any other substantially similar term) for all outstanding transactions under such Swap Contract, which payments are in an aggregate amount exceeding the Threshold Amount (determined after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contract) and such failure shall continue beyond (a) the end of any grace period applicable thereto (if any) or (b) two (2) Business Days after such Borrower or Material Subsidiary receives notice of such failure if such payment does not have a grace period (for the avoidance of doubt, excluding any amount the payment of which is being disputed in good faith in accordance with the dispute resolution procedures provided for in connection with such Swap Contract, as long as adequate reserves with respect thereto are set aside in accordance with GAAP or other applicable accounting principles); provided, however, that (A) the foregoing clauses (ii) and (iii) shall not apply to any voluntary prepayment, redemption, repurchase, conversion or settlement with respect to any Debt, debt security or Swap Contract pursuant to its terms and (B) if any failure to pay, observe or perform described in the foregoing clauses (i), (ii) or (iii) shall be cured by such Borrower or Material Subsidiary (as applicable), or waived by the holders of such Debt or Swap Contract, in each case prior to the exercise of any remedies under Sections 8.02(i) or 8.02(ii), then the Event of Default under this Section 8.01(e) by reason of such failure to pay, observe or perform shall be deemed likewise to have been thereupon cured or waived.

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment of Senior Unsecured Notes or Senior Secured Notes pursuant to Section 3.5, Section 3.9 or Section 5.8 of the Senior Unsecured Notes Indenture or Section 3.5, Section 3.9 or Section 5.8 of the Senior Secured Notes Indenture, respectively), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided 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 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; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness having an aggregate principal amount (or, in the case of a Swap Contract, Swap Termination Value) of not less than the Threshold Amount (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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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 termination of the commitments or acceleration of the Loans pursuant to Article VIII; or

Cross-Default. Any CROSS-COLLATERALIZATION; WAIVER OF ------------------------------------------------- MARSHALLING OF ASSETS. --------------------- (a) Borrower acknowledges that Lender has made the Loan Party to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure the Note; (ii) an Event of Default under the Note or this Loan Agreement shall constitute an Event of Default under each Mortgage; and (iii) each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower's partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any Restricted Subsidiary (A) fails of the Mortgages, and agrees not to make assert any payment beyond the applicable grace period with respect thereto, if right under any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse laws pertaining to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount marshalling of not less than assets, the Threshold Amountsale in inverse order of alienation, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednesshomestead exemption, the administration of estates of decedents, or any other event occurs (other thanmatters whatsoever to defeat, with respect reduce or affect the right of Lender under the Loan Documents to Indebtedness consisting a sale of Swap Contracts, termination events the Properties for the collection of the Debt without any prior or equivalent events pursuant different resort for collection or of the right of Lender to the terms payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such Swap Contracts)foreclosure Borrower does hereby expressly consents to and authorizes, at the option of Lender, the effect foreclosure and sale either separately or together of which default any combination of the Properties. (c) Lender may, at Lender's election, elect to "uncross" one or other event is more of the Mortgages such that the provisions of this Section 11.24 shall no longer apply to causesuch Mortgages. Borrower shall cooperate with Lender, or to permit the holder or holders of at Lender's expense, and execute such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, documents as may be reasonably requested by Lender in connection with the giving uncrossing of notice if requiredthe Mortgages, including, without limitation, such Indebtedness to become due or to be repurchasedseverances, prepaidamendments, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result restatements and replacements of the voluntary sale or transfer of Note, this Agreement and the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; orother Loan Documents as Lender may reasonably request.

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails Any of the representations, warranties or certifications of the Borrower made in or delivered pursuant to make the Bond Documents or made in or delivered pursuant to any payment beyond of the documents (the “Other Loan Documents”) under which any Other Material Indebtedness is created or incurred, shall prove to be false or misleading in any material respect (each an “Other Indebtedness Misrepresentation Default”), or any default shall occur in respect of the performance of any covenant, agreement or obligation of the Borrower under the Bond Documents or Other Loan Documents (as the case may be), and such default shall be continuing after the giving of any applicable notice and the expiration of any applicable grace period with respect thereto, if any specified in the Bond Documents or the Other Loan Documents (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseas the case may be) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to such default (each an “Other Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsCovenant Default”), if the effect of which default such Other Indebtedness Misrepresentation Default or other event is to cause, or Other Indebtedness Covenant Default shall be to permit the holder immediate acceleration (not including any indirect acceleration of the maturity thereof (1) through reimbursement obligations to the provider of a Credit Facility occurring as a result of a mandatory tender for purchase thereof or holders (2) as a result of such revised‌ amortization requirements and/or increased interest rates following an optional or mandatory tender for purchase thereof) of the maturity of any or all of the Senior Obligations or the Other Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to causeas the case may be), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) orand, in the case of a Receivables Facilityany such Other Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default, the Borrower shall have failed to cure Other Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default or to obtain an effective written waiver thereof in accordance with the terms of the Senior Obligations or such Other Material Indebtedness. (A) Other than as otherwise provided in this Section 19 (Events of Default and Remedies), the Borrower shall default in the timely performance of any covenant, agreement or obligation under any Related Document or any such Related Document shall be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, terminated prior to its stated maturityscheduled expiration (unless in any case such default or termination could not reasonably be expected to result in a Material Adverse Effect), and the Borrower shall have failed to cure such default or to obtain an effective written waiver thereof prior to the expiration of the applicable grace period specified in any such Related Document, or to obtain an effective revocation of such termination (as the case may be); provided provided, however, that no Event of Default shall be deemed to have occurred or be continuing under this clause if, in the case of any termination of a Principal Project Contract, the Borrower replaces such Principal Project Contract with a replacement agreement (e)(B1) shall not apply entered into with another counterparty that (x) is of similar or greater creditworthiness and experience as the counterparty being replaced was at the time such Principal Project Contract was originally executed (or otherwise reasonably acceptable to secured Indebtedness that becomes due the TIFIA Lender), (y) is not, at the time of such replacement, suspended or debarred or subject to a proceeding to suspend or debar from bidding, proposing or contracting with any federal or state department or agency and (z) is not, at the time of such replacement, in violation of any applicable laws referenced in Section 13(p) (OFAC; Anti-Money Laundering; Anti-Corruption Laws), and is in compliance with all applicable laws referenced in Section 13(q) (Compliance with Law) and Section 13(r) (Environmental Matters), (2) on substantially the same terms and conditions as a result the Principal Project Contract being replaced (or otherwise reasonably acceptable to the TIFIA Lender) and (3) effective as of the voluntary sale or transfer date of termination of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; orPrincipal Project Contract being replaced.

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)under Swap Contracts) having an aggregate or committed principal amount of not less more than the Threshold AmountAmount and the continuation of such failure beyond any applicable grace or cure period, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto and the continuation of such failure beyond any applicable grace or cure period, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or such Guarantee to become payable or Cash Collateral in respect thereof to be demanded (provided that this any breach of any covenant or agreement contained in Section 7.11 that may give rise to an event described in clause (e)(BB) above shall not apply to secured Indebtedness that becomes due not, by itself, constitute an Event of Default for purposes of the Term B Loan or any Incremental Tranche B Term Facility unless and until the Administrative Agent or Required Pro Rata Facilities Lenders shall first exercise any remedy in accordance with this Article VIII as a result of such breach); 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 voluntary sale Borrower or transfer of any Restricted Subsidiary is the property Defaulting Party (as defined in such Swap Contract) or assets securing (B) any Termination Event (as so defined) under such IndebtednessSwap Contract as to which the Borrower or any Restricted Subsidiary is an Affected Party (as so defined) and, if in either event, the Swap Termination Value owed by the Borrower or such sale or transfer Restricted Subsidiary as a result thereof is permitted hereunder and under greater than the documents providing for such IndebtednessThreshold Amount; or

Cross-Default. Any Loan Party Except with respect to the First Lien Loans and other First Lien Obligations, which shall be subject solely to clause (g) below, any Borrower or any Restricted Subsidiary (A) fails to make any principal or interest payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any other default thereunder by the Borrowers or any of its Restricted Subsidiaries), 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 requiredrequired and beyond the applicable grace period, if any, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all of such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to (i) 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 hereunder, (ii) any Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto or (y) the sole option is to elect, in each case, to convert such Indebtedness into Qualified Equity Interests and cash in lieu of fractional shares and (iii) in the case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests, such Indebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that any such failure described under clause (A) or (B) is unremedied and is not waived by the documents providing for holders of such IndebtednessIndebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than exceeding the Threshold Amount, Amount or (Bii) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events than any event requiring prepayment pursuant to the terms customary asset sale events, insurance and condemnation proceeds events, change of such Swap Contractscontrol events and excess cash flow and indebtedness sweeps), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(Be)(ii) shall not apply to (A) 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, (B) any repurchase, prepayment, defeasance, redemption, conversion or settlement with respect to any Permitted Convertible Indebtedness, including the Convertible Notes or any Permitted Refinancing Indebtedness in respect thereof, or satisfaction of any condition giving rise to or permitting the foregoing, pursuant to its terms unless such repurchase, prepayment, defeasance, redemption, conversion or settlement results from a default thereunder or an event of the type that constitutes an Event of Default or (C) any early payment requirement or unwinding or termination with respect to any Swap Contract, Permitted Call Spread Transaction or Permitted Forward Agreement or satisfaction of any condition giving rise to or permitting the foregoing, in accordance with the terms thereof where neither the Borrower nor any of its Subsidiaries is the “defaulting party” (or substantially equivalent term) under the terms of such Swap Agreement, Permitted Call Spread Transaction or Permitted Forward Agreement; provided, further, that (x) such failure or breach is unremedied and is not waived by the required holders of such Indebtedness and (y) for the avoidance of doubt, any event or condition set forth under this clause (e) shall not, until the expiration of any applicable grace period or the delivery of notice by the applicable holder or holders of such Indebtedness, constitute an Event of Default for purposes of this Agreement; or

Cross-Default. Any Loan Credit Party or any Restricted Subsidiary of any Credit Party (Ai) fails to make any payment beyond in respect of any Indebtedness (other than the applicable grace period 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 thereto, if 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 respect the document relating thereto on the date of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold Amount, failure; or (Bii) fails to perform or observe or perform any other agreement condition or condition relating to any such Indebtednesscovenant, or any other event occurs shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness (other thanthan 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 Indebtedness consisting the obligations of Swap Contracts, termination events another Credit Party permitted hereunder or equivalent events pursuant to the terms of such Swap Contracts(z) earnouts permitted hereunder), if the effect of which default such failure, event or other event condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem cause such Indebtedness to be made, declared to be due and payable prior to its stated maturity; provided that this clause maturity (e)(B) shall not apply without regard to secured Indebtedness that becomes due as a result of the voluntary sale any subordination terms with respect thereto), or transfer of the property such Contingent Obligation to become payable or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtednesscash collateral in respect thereof to be demanded; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to causecause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(BB) shall not apply to (i) 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 hereunder, (ii) any Indebtedness if the sole remedy or option of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto is to elect to convert such Indebtedness into Qualified Equity Interests and under cash in lieu of fractional shares and (iii) in the documents providing for case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests, such IndebtednessIndebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that such failure is unremedied or has not been waived by the holders of such Indebtedness at such time; or

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond when due, or within the applicable grace period with respect theretoperiods, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than 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 appropriate proceedings and the Borrower or any Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Bi)(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 Indebtedness, if so long as such sale Indebtedness is repaid in accordance with its terms or transfer (y) Indebtedness that is permitted hereunder incurred for a specified purpose and under the documents providing for failure of such specified purpose to occur results in the mandatory prepayment or redemption of 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. (i) Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiary Subsidiaries that, when taken together, would constitute a Significant Subsidiary) (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder hereunder, Indebtedness under Swap Contracts and Indebtedness with respect to surety or performance bonds in respect of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited commercial contracts entered into in recourse to such Receivables Management Assets the ordinary course of business (or is non-recourse to for the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiaryavoidance of doubt, not in respect of debt for borrowed money)) 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 not less more than the Threshold Amount, or or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee (other than with respect to surety or performance bonds in respect of commercial contracts entered into in the ordinary course of business (for the avoidance of doubt, not in respect of debt for borrowed money)) in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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) or the holders of any mandatory preferred stock to cause, with the giving of notice if required, such Indebtedness or such mandatory preferred stock (other than the conversion of any mandatory preferred stock to common stock in accordance with its terms not as the result of a default) to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness or such mandatory preferred stock to be made, prior to its stated maturity; provided that this clause , or such Guarantee to become payable or cash collateral in respect thereof to be demanded; (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to secured Indebtedness that becomes due which Holdings 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 Holdings or any Restricted Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by Holdings or such Restricted Subsidiary as a result of thereof is greater than 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 IndebtednessThreshold Amount; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to causecause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(BB) shall not apply to (i) 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 hereunder, (ii) any Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto or (y) the sole rights of the holder(s) thereof is to elect, in each case, to convert such Indebtedness into Qualified Equity Interests and under cash in lieu of fractional shares and (iii) in the documents providing for case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests, such IndebtednessIndebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that such failure is unremedied or is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any CROSS-COLLATERALIZATION; WAIVER OF MARSHALING OF ASSETS. (a) Trustor acknowledges that Beneficiary has made the Loan Party to Trustor upon the security of its collective interest in the Trust Property and in various other "Trust Properties" described in the three other Deeds of Trust (collectively the "Deeds of Trust" and all of the Trust Property described in the Deeds of Trust is hereinafter the "Properties") simultaneously delivered by Trustor to or for the benefit of Beneficiary and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of such Properties taken separately. Trustor agrees that the Deeds of Trust are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Deeds of Trust shall constitute an Event of Default under each of the other Deeds of Trust which together secure the Note; (ii) an Event of Default under the Note shall constitute an Event of Default under each Deed of Trust; and (iii) each Deed of Trust shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note. (b) To the fullest extent permitted by law, Trustor, for itself and its successors and assigns, waives all rights to a marshaling of the assets of Trustor, Trustor's partners and others with interests in Trustor, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any Restricted Subsidiary (A) fails of the Deeds of Trust, and agrees not to make assert any payment beyond the applicable grace period with respect thereto, if right under any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse laws pertaining to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount marshaling of not less than assets, the Threshold Amountsale in inverse order of alienation, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednesshomestead exemption, the administration of estates of decedents, or any other event occurs (other thanmatters whatsoever to defeat, with respect reduce or affect the right of Beneficiary under the Loan Documents to a sale of the Properties for the collection of the Indebtedness consisting without any prior or different resort for collection or of Swap Contracts, termination events or equivalent events pursuant the right of Beneficiary to the terms payment of the Indebtedness out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Trustor, for itself and its successors and assigns, waives (to the extent permitted by law) in the event of foreclosure of any or all of the Deeds of Trust, any equitable right otherwise available to Trustor which would require the separate sale of the Properties or require Beneficiary to exhaust its remedies against any individual Property or any combination of the Properties before proceeding against any other individual Property or combination of Properties; and further in the event of such Swap Contracts)foreclosure Trustor does hereby expressly consent to and authorize, at the option of the Beneficiary, the effect foreclosure and sale either separately or together 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result any combination 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; orProperties.

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness having an aggregate principal amount (or, in the case of a Swap Contract, Swap Termination Value) of not less than the Threshold Amount (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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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; orprovided 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 termination of the commitments or acceleration of the Loans pursuant to Article VIII; or (f)

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond when due, or within the applicable grace period with respect theretoperiods, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than 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 appropriate proceedings and the Borrower or any Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Bi)(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 so long as such sale Indebtedness is repaid in accordance with its terms; or transfer (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 permitted hereunder and 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 documents providing for 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 IndebtednessSubsidiary 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 Loan Credit Party or any Restricted Subsidiary of any Credit Party (Ai) fails to make any payment beyond in respect of any Indebtedness (other than Obligations) having an aggregate principal amount of more than the applicable grace period with respect thereto, if any greater of (x) $125,000,000 and (y) 30.0% of Consolidated EBITDA (determined as of the end of the most recently completed Test Period) when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in respect the document relating thereto on the date of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold Amount, failure; or (Bii) fails to perform or observe or perform any other condition or covenant, or any other event shall occur or condition exist, under any agreement or condition instrument relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), if the effect of which default such failure, event or other event condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, declared to be due and payable in full prior to its stated maturitymaturity (without regard to any subordination terms with respect thereto); provided that (A) this clause (e)(Be) shall not apply to (1) secured Indebtedness permitted hereunder that becomes due solely as a result of the voluntary sale applicable Credit Party or Restricted Subsidiary’s sale, transfer or other Disposition (including as a result of a casualty or condemnation event) of only the property or assets securing such Indebtedness, if such sale or transfer is expressly permitted hereunder and under the documents providing for such IndebtednessIndebtedness to the extent that such Credit Party or Restricted Subsidiary’s obligations with respect to such Indebtedness are extinguished in full upon such sale or transfer 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 (1) 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, (2) such Indebtedness is repurchased, repaid or redeemed in accordance with its terms and (3) no proceeds of Borrowings are used to make such repayment, repurchase or redemption), and (B) the foregoing clause (e)(ii) shall not apply to termination events or similar events occurring under any Rate Contract that constitutes material Indebtedness (it being understood that clause (e)(i) will apply to any failure to make any payment required as a result of any such event); or

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary of its Subsidiaries: (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder hereunder, Indebtedness under Swap Contracts and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)Facility Attributable Indebtedness) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of not less more than the Threshold Amount, and such failure shall not be duly and properly waived, cured or otherwise remedied prior to the expiry of the applicable grace period (if any) specified in the Instrument or Instruments relating thereto; or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness (other than Indebtedness hereunder, Indebtedness under Swap Contracts and Receivables Facility Attributable Indebtedness) having an aggregate principal amount (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 Instruments evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (other than Indebtedness hereunder, Indebtedness under Swap Contracts and Receivables Facility Attributable Indebtedness) (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided provided, however, that this clause subclause (e)(BB) shall not apply be applicable to secured Indebtedness that becomes due as a result of any event constituting the voluntary sale or transfer Disposition of the property or assets Property securing such Indebtedness, if such sale or transfer Disposition is permitted hereunder and under the documents providing for evidencing or governing 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 (iii) any “Amortization Event” under any Permitted Receivables Transaction shall at any time occur and shall be continuing; or (iv) the Borrower shall at any time be removed as the “Servicer” under any Permitted Receivables Transaction; or

Cross-Default. ((i) Any Loan Credit Party or any of its Restricted Subsidiary Subsidiaries (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and hereunder, but including Incremental Equivalent Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Rate Contracts, termination events or equivalent events pursuant to the terms of such Swap Rate 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, after giving effect to any grace period and with the giving of notice if required, all such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured (x) Indebtedness that becomes due as a result of the voluntary sale or transfer of the property Property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, and (y) any Indebtedness if the sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or nonperformance of obligations related thereto is to convert such Indebtedness into Qualified Stock and cash in lieu of fractional shares, or (ii) there occurs under any Rate Contract an Early Termination Date (as defined in such Rate Contract) resulting from (A) any event of default under such Rate Contract as to which a Credit Party or any Restricted Subsidiary thereof is the Defaulting Party (as defined in such Rate Contract) or (B) any Termination Event (as defined in such Rate Contract) under such Rate Contract as to which a Credit Party or any Restricted Subsidiary thereof is an Affected Party (as defined in such Rate Contract) and, in either event, the Swap Termination Value owed by such Rate Party (as defined in such Rate Contract) or such Restricted Subsidiary as a result thereof is not less than the Threshold Amount; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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 termination of the Commitments or acceleration of the Loans pursuant to Article VIII; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, Amount or (Bii) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events not relating to breach by any Loan Party or any Restricted Subsidiary pursuant to the terms of such Swap Contracts), in any case, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(Be)(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; provided, further that, except with respect to payment events of default, financial covenant events of default or bankruptcy-related events of default under such Indebtedness, any such failure pursuant to this clause (e) is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary of its Subsidiaries: (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder hereunder, Indebtedness under Swap Contracts and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)Facility Attributable Indebtedness) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of not less more than the Threshold Amount, and such failure shall not be duly and properly waived, cured or otherwise remedied prior to the expiry of the applicable grace period (if any) specified in the Instrument or Instruments relating thereto; or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness (other than Indebtedness hereunder, Indebtedness under Swap Contracts and Receivables Facility Attributable Indebtedness) having an aggregate principal amount (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 Instruments evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (other than Indebtedness hereunder, Indebtedness under Swap Contracts and Receivables Facility Attributable Indebtedness) (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, and such failure shall not be duly and properly waived, cured or otherwise remedied prior to the expiry of the applicable grace period (if any) specified in the Instrument or Instruments relating thereto; provided provided, however, that this clause subclause (e)(BB) shall not apply be applicable to secured Indebtedness that becomes due as a result of any event constituting the voluntary sale or transfer Disposition of the property or assets Property securing such Indebtedness, if such sale or transfer Disposition is permitted hereunder and under the documents providing for evidencing or governing 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 (iii) any “Amortization Event” under any Permitted Receivables Transaction shall at any time occur and shall be continuing; or (iv) the Borrower shall at any time be removed as the “Servicer” under any Permitted Receivables Transaction; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and hereunder), together with any other Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets (other than Receivables Management Assets Indebtedness hereunder) in respect of which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) a payment default exists, having an aggregate principal amount for all such Indebtedness of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness having an aggregate principal amount for all such Indebtedness of not less than the Threshold Amount, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturitymaturity (other than fundamental change offers to repurchase any 2025 Convertible Notes); provided 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 Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or (Bii) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness having an outstanding aggregate principal amount of not less than the Threshold Amount, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, Contract termination events or equivalent events pursuant to the terms of such 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, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(Be) shall not apply to (i) intercompany Indebtedness among the Borrower and its Restricted Subsidiaries and (ii) 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 (x) any such failure under this clause (e) or is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02, and (y) this clause (e) shall not apply to any “default” or “event of default” (however defined) related to the failure to observe or perform any financial covenant under any revolving facility (or any refinancing or replacement thereof) unless and until the date upon which the lenders thereunder have declared all loans and other related obligations thereunder to be immediately due and payable and have actually terminated all commitments thereunder; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails Any of the representations, warranties or certifications of the Borrower made in or delivered pursuant to make the Bond Documents or made in or delivered pursuant to any payment beyond of the documents (the “Other Loan Documents”) under which any Other Material Indebtedness is created or incurred, shall prove to be false or misleading in any material respect (each an “Other Indebtedness Misrepresentation Default”), or any default shall occur in respect of the performance of any covenant, agreement or obligation of the Borrower under the Bond Documents or Other Loan Documents (as the case may be), and such default shall be continuing after the giving of any applicable notice and the expiration of any applicable grace period with respect thereto, if any specified in the Bond Documents or the Other Loan Documents (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseas the case may be) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to such default (each an “Other Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsCovenant Default”), if the effect of which default such Other‌ Indebtedness Misrepresentation Default or other event is to cause, or Other Indebtedness Covenant Default shall be to permit the holder immediate acceleration (not including any indirect acceleration of the maturity thereof (1) through reimbursement obligations to the provider of a Credit Facility occurring as a result of a mandatory tender for purchase thereof or holders (2) as a result of such revised amortization requirements and/or increased interest rates following an optional or mandatory tender for purchase thereof) of the maturity of any or all of the Senior Obligations or the Other Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to causeas the case may be), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) orand, in the case of a Receivables Facilityany such Other Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default, the Borrower shall have failed to cure Other Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default or to obtain an effective written waiver thereof in accordance with the terms of the Senior Obligations or such Other Material Indebtedness. (A) Other than as otherwise provided in this Section 19 (Events of Default and Remedies), the Borrower shall default in the timely performance of any covenant, agreement or obligation under any Related Document or any such Related Document shall be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, terminated prior to its stated maturityscheduled expiration (unless in any case such default or termination could not reasonably be expected to result in a Material Adverse Effect), and the Borrower shall have failed to cure such default or to obtain an effective written waiver thereof prior to the expiration of the applicable grace period specified in any such Related Document, or to obtain an effective revocation of such termination (as the case may be); provided provided, however, that no Event of Default shall be deemed to have occurred or be continuing under this clause if, in the case of any termination of a Principal Project Contract, the Borrower replaces such Principal Project Contract with a replacement agreement (e)(B1) shall not apply entered into with another counterparty that (x) is of similar or greater creditworthiness and experience as the counterparty being replaced was at the time such Principal Project Contract was originally executed (or otherwise reasonably acceptable to secured Indebtedness that becomes due the TIFIA Lender), (y) is not, at the time of such replacement, suspended or debarred or subject to a proceeding to suspend or debar from bidding, proposing or contracting with any federal or state department or agency and (z) is not, at the time of such replacement, in violation of any applicable laws referenced in Section 13(p) (OFAC; Anti-Money Laundering; Anti-Corruption Laws), and is in compliance with all applicable laws referenced in Section 13(q) (Compliance with Law) and Section 13(r) (Environmental Matters), (2) on substantially the same terms and conditions as a result the Principal Project Contract being replaced (or otherwise reasonably acceptable to the TIFIA Lender) and (3) effective as of the voluntary sale or transfer date of termination of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; orPrincipal Project Contract being replaced.

Cross-Default. (i) Any Loan Party SmileDirect Entity or any Restricted Subsidiary of their respective Subsidiaries, individually or in the aggregate, shall fail to pay any principal of or premium or interest on any of its Indebtedness (Aexcluding Capital Lease Obligations) fails to make any payment beyond that is outstanding in a principal amount of at least $15,000,000 in the applicable grace period with respect thereto, if any aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demanddemand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Indebtedness (whether or not such failure shall have been waived under the related agreement) or (ii) any such Indebtedness (as referred to in clause (i) of this paragraph) shall be declared to be due and payable, or otherwise) in respect of any Indebtedness required to be prepaid (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contractsby a regularly scheduled required prepayment), the effect of which default redeemed, purchased 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminateddefeased, or an offer to repurchaserepay, prepayredeem, purchase or defease or redeem such Indebtedness shall be required to be mademade or the commitment of any lender thereunder terminated, prior to its in each case before the stated maturitymaturity thereof; provided provided, however, that this none of the following shall constitute an Event of Default under clause (e)(Br)(ii) shall not apply to above: (A) secured Indebtedness that becomes becoming due as a result of the voluntary sale or transfer of of, or any casualty, condemnation or similar event with respect to, the property or assets securing such Indebtedness, if (B) mandatory prepayment requirements arising from the receipt of net cash proceeds from debt, dispositions (including casualty losses, governmental takings and other involuntary dispositions), equity issuances or excess cash flow or (C) any voluntary prepayment, redemption or other satisfaction of debt that becomes mandatory in accordance with the terms of such sale debt solely as the result of the delivery of a prepayment, redemption or transfer is permitted hereunder and under the documents providing for similar notice with respect to such Indebtedness; orprepayment, redemption or other satisfaction.

Cross-Default. Any Loan Party (i) The Company or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause subclause (e)(BB) shall not apply to (x) mandatory prepayments of secured Indebtedness that becomes due (1) as a result of the permitted voluntary sale or transfer of the property or assets securing such Indebtedness, if Indebtedness or (2) as a result of a casualty event affecting such sale property or transfer assets; or (y) Indebtedness becoming due as a result of any acquisition of any Person or business so long as such acquisition is permitted hereunder and under the documents providing for such Indebtedness and 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 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. (i) Any Loan Credit Party or any of its Restricted Subsidiary Subsidiaries (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder, but including Incremental Equivalent Indebtedness) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Rate Contracts, termination events or equivalent events pursuant to the terms of such Swap Rate 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, after giving effect to any grace period and with the giving of notice if required, all such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured (x) Indebtedness that becomes due as a result of the voluntary sale or transfer of the property Property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, and (y) any Indebtedness if the sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or nonperformance of obligations related thereto is to convert such Indebtedness into Qualified Stock and cash in lieu of fractional shares, or (ii) there occurs under any Rate Contract an Early Termination Date (as defined in such Rate Contract) resulting from (A) any event of default under such Rate Contract as to which a Credit Party or any Restricted Subsidiary thereof is the Defaulting Party (as defined in such Rate Contract) or (B) any Termination Event (as defined in such Rate Contract) under such Rate Contract as to which a Credit Party or any Restricted Subsidiary thereof is an Affected Party (as defined in such Rate Contract) and, in either event, the Swap Termination Value owed by such Rate Party (as defined in such Rate Contract) or such Restricted Subsidiary as a result thereof is not less than the Threshold Amount; or

Cross-Default. Any Loan Party Parent, the Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than exceeding the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of control offers events and excess cash flow and indebtedness sweeps), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that (x) this clause (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 and (y) an “Event of Default” under the ABL Credit Agreement shall not constitute an Event of Default hereunder unless the ABL Lenders have actually declared all ABL Obligations to be immediately due and payable in accordance with the terms of the ABL Credit Agreement and such declaration has not been rescinded by the ABL Lenders on or before such date; provided, further, that such failure or breach is unremedied and is not waived by the required holders of such Indebtedness; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any principal payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)intercompany Indebtedness) having an aggregate outstanding principal amount of not less loans or other obligations or commitments to extend credit equal to or greater than the Threshold Amount, Amount or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness having an aggregate outstanding principal amount of loans or other obligations or commitments to extend credit in excess of the Threshold Amount, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its stated maturity; provided that this clause subclause (e)(BB) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale or transfer is Indebtedness permitted hereunder and under the documents providing for such IndebtednessIndebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness or (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder; 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 Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder and hereunder, but including Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to outstanding under the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)First Lien Loan Documents) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to causecause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(BB) shall not apply to (i) 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 hereunder, (ii) any Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto or (y) the sole rights of the holder(s) thereof is to elect, in each case, to convert such Indebtedness into Qualified Equity Interests and cash in lieu of fractional shares and (iii) in the case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests, such Indebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that such failure is unremedied or is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that with respect to any of the defaults described in clauses (A) and (B) above in respect of Indebtedness outstanding under the documents providing for First Lien Loan Documents, such Indebtednessdefault shall only constitute an Event of Default under this Agreement if (x) Indebtedness under the First Lien Loan Documents has been accelerated in accordance with its terms, or (y) such default arises from the failure to pay at final maturity (after giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of Indebtedness under the First Lien Loan Documents; or

Cross-Default. Any Loan Party or any Restricted Subsidiary thereof (A) fails to make any payment when due (beyond the applicable grace period with respect thereto, if any ) (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of the Senior Secured Notes, the First Lien Notes or in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) Guarantee 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 not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition condition, beyond the applicable grace period with respect thereto, relating to the Senior Secured Notes, the First Lien Notes or relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto of not less than the Threshold Amount, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of the Senior Secured Notes, the First Lien Notes or 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) ), as applicable, to cause, with the giving of notice or the lapse of time if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be mademade (other than (in the case of any such offer to repurchase, prepayment, defeasance or redemption) to the extent made with proceeds from the disposition of assets (x) subject to Liens securing such other Indebtedness that have priority to the Liens, if any, on the same assets securing the Obligations hereunder, and (y) subject to the Liens securing the First Lien Notes and Second Lien Notes, provided that, in each case, such disposition is permitted by the terms of such Indebtedness), prior to its stated maturity; provided that this clause (e)(B) shall not apply , or such Guarantee to secured Indebtedness that becomes due as a result of the voluntary sale become payable 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; orcash collateral in respect thereof to be demanded;

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due or is mandatorily redeemable as a result of the voluntary sale or transfer of the property or assets, event of loss in each case relating to assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, or (y) Indebtedness that is convertible into Equity Interests and converts to Equity Interests in accordance with its terms, or (z) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, acquired, defeased or redeemed or with respect to which an offer to repurchase, prepay, defease or redeem such Indebtedness is required to be made, in each case, in connection with any asset sale event, casualty, eminent domain or condemnation event or change of control in such Indebtedness giving rise to such requirement to repurchase, prepay, acquire, defease or redeem or offer to repurchase, prepay, defease or redeem such Indebtedness, in each case, in the absence of any default thereunder; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (Bii) fails to observe or perform any other agreement or condition relating to any such Indebtedness of not less than the Threshold Amount (any such Indebtedness, “Threshold Indebtedness”), or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), 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 due or to be repurchased, prepaidpre-paid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturityStated Maturity; provided that this clause (e)(Be)(ii) shall not apply to 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 termination of the Commitments or acceleration of the Loans pursuant to Section 7.02; or

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary that is a Material Subsidiary (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Recourse Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount$35,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any default thereunder by the Borrower or any Restricted Subsidiary), 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 causecause (after giving effect to any waiver, amendment, cure or grace period), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that (1) such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02 and (2) this clause (e)(BB) shall not apply to secured any Indebtedness that becomes due as a result of (x) mandatory prepayments resulting from (x) Dispositions, (y) Casualty Events, or (z) excess cash flow or any similar concept or (y) 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. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any other default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that (I) 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 Indebtedness, if such sale or transfer is permitted hereunder and (II) no such event under any Senior Facility (as defined in the documents providing for Second Lien Intercreditor Agreement) (other than the failure to pay any outstanding principal amount when due at the final scheduled maturity of such IndebtednessSenior Facility) shall constitute an Event of Default under this clause (e) until the Indebtedness under such Senior Facility shall have been accelerated or commitments thereunder have been terminated as a result of such event; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) thereof fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)occurs, the effect of which default or other event is (i) to cause, or (ii) 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Bii) shall not be applicable to any such Indebtedness or Guarantee evidenced by or made in connection with the Ironton Bonds; provided further, for the avoidance of any doubt, that this clause (e) shall not apply to secured Indebtedness that becomes due as the satisfaction of a result condition to conversion of the voluntary sale any Convertible Notes, any election by a Noteholder to convert Convertible Notes and any settlement of any conversion of Convertible Notes, or transfer any other action in respect of the property or assets securing such Indebtedness, if such sale or transfer is Convertible Notes permitted hereunder and under the documents providing for such Indebtednessby Section 7.06(d); or

Cross-Default. (i) Any Loan Credit Party or any of its Restricted Subsidiary Subsidiaries (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and hereunder, but including Incremental Equivalent Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Rate Contracts, termination events or equivalent events pursuant to the terms of such Swap Rate 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, after giving effect to any grace period and with the giving of notice if required, all such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured (x) Indebtedness that becomes due as a result of the voluntary sale or transfer of the property Property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness, and (y) any Indebtedness if the sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or nonperformance of obligations related thereto is to convert such Indebtedness into Qualified Stock and cash in lieu of fractional shares, or (ii) there occurs under any Rate Contract an Early Termination Date (as defined in such Rate Contract) resulting from (A) any event of default under such Rate Contract as to which a Credit Party or any Restricted Subsidiary thereof is the Defaulting Party (as defined in such Rate Contract) or (B) any Termination Event (as defined in such Rate Contract) under such Rate Contract as to which a Credit Party or any Restricted Subsidiary thereof is an Affected Party (as defined in such Rate Contract) and, in either event, the Swap Termination Value owed by such Rate Party (as defined in such Rate Contract) or such Restricted Subsidiary as a result thereof is not less than the Threshold Amount; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having with an aggregate outstanding principal amount (or, in the case of a Swap Contract, Swap Termination Value) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness 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 occurs (other than, than (i) with respect to such Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured 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 termination of the commitments or acceleration of the Loans pursuant to Article VIII; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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 termination of the commitments or acceleration of the Loans pursuant to Article VIII; provided further that solely with respect to Parent and only to the extent arising prior to or substantially concurrently with the consummation of the Spin-Off, no event described in this Section 8.01(e) 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 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 all such Indebtedness to be made, prior to its stated maturity; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any applicable grace period in respect of any ABL Term Loan Obligations, any ABL Revolving Loan Obligations or any other Indebtedness (including Swap Contracts) or Guarantee of Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less more than the Threshold Amount, or (Bii) fails to observe or perform any other agreement or condition relating to the ABL Term Loan Obligations, the ABL Revolving Loan Obligations or any such other Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or otherwise relating to the ABL Term Loan Obligations, the ABL Revolving Loan Obligations or such other Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of than any termination event or analogous provision in any Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContract), the effect of which default or other event is to cause, or to permit permit, irrespective of whether exercised, the holder or holders of the ABL Term Loan Obligations, the ABL Revolving Loan Obligations or such other 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, the ABL Term Loan Obligations, the ABL Revolving Loan Obligations or such other Indebtedness to be demanded or to become due or to be accelerated, repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem the ABL Term Loan Obligations, the ABL Revolving Loan Obligations or such other Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Be)(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. Any Loan Party Borrower or any Restricted Subsidiary of its Subsidiaries shall (Ai) fails to make default in any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, of principal of or otherwise) in respect of interest on any Indebtedness (other than Indebtedness hereunder and Indebtedness the Notes) in respect of special purpose Receivables Management Subsidiaries that own substantially no assets money borrowed or Capitalized Lease Obligations or incurred for the deferred purchase price of property or services or evidenced by a note, debenture or other similar written obligation to pay money, or in the payment of any Contingent Obligation (other than Receivables Management Assets the guaranty of Guarantors given in Section 10 and the guaranty obligations of Additional Subsidiary Guarantors under Additional Subsidiary Guaranties, which Indebtedness is limited shall be subject to Section 8.1(d)), beyond the period of grace (not to exceed 30 days), if any, provided in recourse to the instrument or agreement under which such Receivables Management Assets (Indebtedness, Capitalized Lease Obligation or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold AmountContingent Obligation was created, or (Bii) fails to observe default in the observance or perform performance of any other agreement or condition relating to any such Indebtedness, Capitalized Lease Obligation or Contingent Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)shall occur, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness Indebtedness, Capitalized Lease Obligation or beneficiary or beneficiaries of such Contingent Obligation (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 or Capitalized Lease Obligation to become due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturitymaturity or such Contingent Obligation to become payable; provided PROVIDED that the provisions of this clause (e)(BSection 8.1(e) shall not apply with respect to any Indebtedness or Capitalized Lease Obligation of a Subsidiary of Borrower other than Guarantors incurred to finance the acquisition cost of certain real property or tangible personal property and secured by a Lien on such property, for the payment of which Indebtedness that becomes due as a result or Capitalized Lease Obligation recourse is strictly limited to such property and no recourse may be had, directly or indirectly, to or against Borrower or any of the voluntary sale its other Subsidiaries or transfer any of their property other than the property financed by such Indebtedness or assets securing such Indebtedness, if such sale or transfer is permitted hereunder Capitalized Lease Obligation and under subject to the documents providing for such IndebtednessLien thereof; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 causecause (whether or not exercised), with the giving of notice if required, such Indebtedness to be demanded or to become due or to be purchased, repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to purchase, repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Be) shall not apply to secured Indebtedness that becomes due (and is paid in full and otherwise discharged within five Business Days of initially becoming 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 IndebtednessIndebtedness or (ii) notwithstanding clause (i) above, a breach, a default or an event of default under any of the 1997 Guaranty Documents that would permit any holder of any of the Series G Notes or any agent or trustee on behalf of any holder of any of the Series G Notes (A) to commence an action or proceeding against or exercise any right or remedy against any Loan Party or any Restricted Subsidiary or any asset or property of any Loan Party or any Restricted Subsidiary or (B) to make a demand on any Loan Party or any Restricted Subsidiary to purchase, repurchase, defease or redeem (automatically or otherwise), or offer to purchase, repurchase, prepay, defease or redeem any and all amounts owing under the 1997 Guaranty or the Series G Notes; or

Cross-Default. (A) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)Second Lien Obligations) having an aggregate principal amount of not less than the Threshold Amount, or (B) any Loan Party or any Restricted Subsidiary fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness (other than Indebtedness hereunder and Second Lien Obligations) having an aggregate principal amount of not less than the Threshold Amount, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided 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 Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such IndebtednessIndebtedness or (C) with respect to the Second Lien Obligations or Second Lien Debt Documents, as applicable, (i) an acceleration thereof, (ii) an event of default thereunder which continues for forty-five (45) days after notice thereof by the Administrative Agent to the Borrower or (iii) any event of default thereunder arising due to the failure to pay any principal of, interest on or any other amount payable with respect to the Second Lien Obligations which continues for five (5) days after notice thereof by the Administrative Agent to the Borrower; or

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount$50,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Be)(i) shall not apply to Indebtedness secured by any Lien permitted under clause (i) or (j) of Section 7.01 to the extent such Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing secured by such IndebtednessLien, if or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such sale Swap Contract) resulting from (A) any Event of Default (as defined in such Swap Contract) as to which the Borrower or transfer any Subsidiary is permitted hereunder and 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 documents providing for 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 IndebtednessSubsidiary as a result thereof is greater than $50,000,000; or

Cross-Default. Any Loan Party or any Restricted Subsidiary Cross‑Collateralization; Waiver of Marshalling of Assets. (A) fails Each of the Borrowers acknowledges that the Lender has made the Loan to make each of the Borrowers upon the security of the Sites and the Other Company Collateral and in reliance upon the aggregate value of the Sites and the Other Company Collateral taken together being of greater value as collateral security than the sum of each such Site and each of the Borrowers’ interests in the Company Collateral taken separately. Each of the Borrowers agrees that the Deeds of Trusts and other security agreements given hereunder are and will be cross‑collateralized and cross‑defaulted with each other so that (i) an Event of Default shall constitute an Event of Default under each of the Deeds of Trusts and the other security agreements given hereunder which secure the Notes; (ii) subject to any payment beyond limitations contained therein, each Deed of Trust and the applicable grace period other security agreements given hereunder shall constitute ‑127‑ security for the Notes as if a single blanket lien were placed on all of the Sites and the Other Company Collateral as security for the Notes; and (iii) such cross‑collateralization shall in no event be deemed to constitute a fraudulent conveyance. (A) To the fullest extent permitted by law, each of the Borrowers, for itself and its successors and assigns, waives all rights to a marshalling of the assets of each of the Borrowers, each of the Borrower’s members and others with respect theretointerests in each of the Borrowers, if any (whether by scheduled maturity, required prepayment, acceleration, demandand of the Sites and the Other Company Collateral, or otherwise) to a sale in respect inverse order of alienation in the event of foreclosure of all or any Indebtedness (other than Indebtedness hereunder of the Deeds of Trusts or the Other Company Collateral, and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse agrees not to such Receivables Management Assets (or is non-recourse assert any right under any laws pertaining to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount marshalling of not less than assets, the Threshold Amountsale in inverse order of alienation, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednesshomestead exemption, the administration of estates of decedents, or any other event occurs (other thanmatters whatsoever to defeat, with respect reduce or affect the right of the Lender under the Loan Documents to Indebtedness consisting a sale of Swap Contracts, termination events the Sites and the Other Company Collateral for the collection of the Loan without any prior or equivalent events pursuant different resort for collection or of the right of the Lender to the terms payment of the Loan out of the net proceeds of the Sites and the Other Company Collateral in preference to every other claimant whatsoever. In addition, each of the Borrowers, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Deeds of Trusts or Other Company Collateral, any equitable right otherwise available to each of the Borrowers which would require the separate sale of the Sites and the Other Company Collateral or require the Lender to exhaust its remedies against any such Sites and the Other Company Collateral or any combination of the Sites and the Other Company Collateral before proceeding against any other Sites and the Other Company Collateral or combination of Sites and the Other Company Collateral; and further in the event of such Swap Contracts)foreclosure each of the Borrowers do hereby expressly consent to and authorize, at the option of the Lender, the effect foreclosure and sale either separately or together 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result any combination of the voluntary sale or transfer of Sites and the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; orOther Company Collateral.

Cross-Default. Any Loan Party Except with respect to the ABL Revolving Loans and other ABL Obligations, which shall be subject solely to clause (g) below, any Borrower or any Restricted Subsidiary Subsidiary (A) fails to make any principal or interest payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any other default thereunder by the Borrowers or any of its Restricted Subsidiaries), 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 requiredrequired and beyond the applicable grace period, if any, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all of such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to (i) 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 hereunder, (ii) any Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto or (y) the sole option is to elect, in each case, to convert such Indebtedness into Qualified Equity Interests and cash in lieu of fractional shares and (iii) in the case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests, such Indebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that any such failure described under clause (A) or (B) is unremedied and is not waived by the documents providing for holders of such IndebtednessIndebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party The Parent, the Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than exceeding the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of control offers events and excess cash flow and indebtedness sweeps), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that (x) this clause (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 and (y) an “Event of Default” under the ABL Credit Agreement shall not constitute an Event of Default hereunder unless the ABL Lenders have actually declared all ABL Obligations to be immediately due and payable in accordance with the terms of the ABL Credit Agreement and such declaration has not been rescinded by the ABL Lenders on or before such date; provided, further, that such failure or breach is unremedied and is not waived by the required holders of such Indebtedness; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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 such failure is unremedied and is not waived by the holders of such Indebtedness; or

Cross-Default. (i) Any Loan Party Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause subclause (e)(BB) shall not apply to (x) mandatory prepayments of secured Indebtedness that becomes due (1) as a result of the permitted voluntary sale or transfer of the property or assets securing such Indebtedness, if Indebtedness or (2) as a result of a casualty event affecting such sale property or transfer assets; or (y) Indebtedness becoming due as a result of any acquisition of any Person or business so long as such acquisition is permitted hereunder and under the documents providing for such Indebtedness and 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 any 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 any Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by any Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. (i) Any Loan Party Borrower or any Restricted Material Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for borrowed money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Borrower or such Material Subsidiary (Aas the case may be) fails to make any payment beyond when the applicable grace period with respect thereto, if any same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for borrowed money and shall not have been waived under such agreement or instrument, unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (ii) Any event, condition or circumstance occurs that (x) results in respect any Indebtedness for borrowed money of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate Material Subsidiary which is outstanding in a principal amount of at least the Requisite Amount becoming or being declared due prior to its scheduled maturity, and, in the case of this clause (x), such declaration is not less than the Threshold Amountrescinded, or (By) fails to observe enables or perform any other agreement permits the holder or condition relating to holders of any such Indebtedness, Indebtedness or any other event occurs trustee or agent on its or their behalf to cause any such Indebtedness to become due prior to its scheduled maturity, and, in the case of this clause (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contractsy), the effect such event, condition or circumstance shall not have been remedied or waived by or on behalf 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturityIndebtedness; provided that this clause clauses (e)(Bx) and (y) shall not apply to any of the following: (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or a casualty or similar event, (2) any change of control offer made within 60 days after an Acquisition with respect to, and effectuated pursuant to, Indebtedness of an acquired business, (3) any default under Indebtedness of an acquired business if such default is cured, or such Indebtedness is repaid, within 60 days after the Acquisition of such business so long as no other creditor accelerates or commences any kind of enforcement action in respect of such Indebtedness, if (4) mandatory prepayment requirements arising from the receipt of net cash proceeds from debt, dispositions (including casualty losses, governmental takings and other involuntary dispositions), equity issuances or excess cash flow, in each case pursuant to Indebtedness of an acquired business, (5) prepayments required by the terms of Indebtedness as a result of customary provisions in respect of illegality, replacement of lenders and gross-up provisions for Taxes, increased costs, capital adequacy and other similar customary requirements, (6) any voluntary prepayment, redemption or other satisfaction of Indebtedness that becomes mandatory in accordance with the terms of such sale Indebtedness solely as the result of any Borrower or transfer is permitted hereunder any Material Subsidiary delivering a prepayment, redemption or similar notice with respect to such prepayment, redemption or other satisfaction, (7) any special mandatory redemption or similar provision and under (8) any cash settlement with respect to the documents providing for such Indebtedness; orconversion of convertible notes at the option of the holders thereof prior to its scheduled maturity (in accordance with the terms thereof). (iii) Any Borrower or any of its Material Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.

Cross-Default. Any Loan Party (i) The Company or any Restricted Material Subsidiary shall fail to pay any principal of or premium or interest on any Indebtedness for borrowed money which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of the Company or such Material Subsidiary (Aas the case may be) fails to make any payment beyond when the applicable grace period with respect thereto, if any same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness for borrowed money and shall not have been waived under such agreement or instrument, unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (ii) Any event, condition or circumstance occurs that (x) results in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness for borrowed money of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower Company or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate Material Subsidiary which is outstanding in a principal amount of at least the Requisite Amount becoming or being declared due prior to its scheduled maturity, and, in the case of this clause (x), such declaration is not less than the Threshold Amountrescinded, or (By) fails to observe enables or perform any other agreement permits the holder or condition relating to holders of any such Indebtedness, Indebtedness or any other event occurs trustee or agent on its or their behalf to cause any such Indebtedness to become due prior to its scheduled maturity, and, in the case of this clause (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contractsy), the effect such event, condition or circumstance shall not have been remedied or waived by or on behalf 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturityIndebtedness; provided that this clause clauses (e)(Bx) and (y) shall not apply to any of the following: (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or a casualty or similar event, (2) any change of control offer made within 60 days after an Acquisition with respect to, and effectuated pursuant to, Indebtedness of an acquired business, (3) any default under Indebtedness of an acquired business if such default is cured, or such Indebtedness is repaid, within 60 days after the Acquisition of such business so long as no other creditor accelerates or commences any kind of enforcement action in respect of such Indebtedness, if (4) mandatory prepayment requirements arising from the receipt of net cash proceeds from debt, dispositions (including casualty losses, governmental takings and other involuntary dispositions), equity issuances or excess cash flow, in each case pursuant to Indebtedness of an acquired business, (5) prepayments required by the terms of Indebtedness as a result of customary provisions in respect of illegality, replacement of lenders and gross-up provisions for Taxes, increased costs, capital adequacy and other similar customary requirements, (6) any voluntary prepayment, redemption or other satisfaction of Indebtedness that becomes mandatory in accordance with the terms of such sale Indebtedness solely as the result of the Company or transfer is permitted hereunder any Material Subsidiary delivering a prepayment, redemption or similar notice with respect to such prepayment, redemption or other satisfaction and under the documents providing for such Indebtedness; or(7) any special mandatory redemption or similar provision. (iii) The Company or any of its Material Subsidiaries shall admit in writing its inability to pay its debts generally as they become due.

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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 and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Article VIII; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder hereunder, but including Indebtedness outstanding under the 2029 Notes Indenture and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)2029 Notes) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness having an aggregate outstanding principal amount of not less than the Threshold Amount, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to causecause (after delivery of any notice if required and after giving effect to any waiver, amendment, cure or grace period), with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(BB) shall not apply to (i) 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 hereunder, (ii) any Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto or (y) sole option is to elect, in each case, to convert such Indebtedness into Qualified Equity Interests and cash in lieu of fractional shares and (iii) in the case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests, such Indebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that any such failure described under clause (A) or (B) is unremedied and is not waived by the documents providing for holders of such IndebtednessIndebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. (i) Any Loan Party or any Restricted Significant Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in each case after any applicable grace period) in respect of the Indebtedness under the First Lien Loan Documents, (B) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in each case after any applicable grace period) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder hereunder, Indebtedness under the First Lien Loan Documents and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of not less more than the Threshold Amount, or (BC) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness under the First Lien Loan Documents and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangements) of more than the Threshold Amount, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)occurs, the effect of which default failure to observe or perform 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Significant Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Significant Subsidiary 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 Significant Subsidiary as a result thereof is greater than the Threshold Amount; or any “Event of Default” (as defined in the First Lien Credit Agreement and other than any such “Event of Default” referred to in Section 8.01(e)(i)(A) above) shall not apply have occurred and be continuing and such default shall be continued unremedied and uncured for 45 days; or (iv) any First Lien Obligations shall be declared to secured Indebtedness that becomes be due and payable (or automatically shall have become due and payable) prior to the stated maturity of such First Lien Obligations or as a result of an “Event of Default” (as defined in the voluntary sale First Lien Credit Agreement); or transfer (v) any Loan Party or any Significant Subsidiary shall default in the observance or performance of any other agreement or condition under the First Lien Loan Documents giving rise to an Event of Default thereunder and the “Administrative Agent” under the First Lien Credit Agreement, on behalf of the property holders of the First Lien Obligations, exercises any of the remedies pursuant to Section 8.02(a) or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under Section 8.02(b) of the documents providing for such IndebtednessFirst Lien Credit Agreement; or

Cross-Default. (i) Any Loan Credit Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) ), but only after the passage of any grace periods applicable thereto, in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this , or such Guarantee to become payable or cash collateral in respect thereof to be demanded provided, that, clause (e)(Bi)(B) above 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 and under the documents providing for governing such IndebtednessIndebtedness or (y) any event that causes or would cause any 2027 Convertible Note Indebtedness or Permitted Convertible Bond Indebtedness to become convertible into Qualified Capital Stock of the Issuer (but excluding any “event of default”, “change of control” or “fundamental change” event (or comparable 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 Issuer 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 Issuer or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Issuer or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any CROSS-COLLATERALIZATION; WAIVER OF MARSHALLING OF ASSETS. ------------------------------- (a) The Borrower acknowledges that Lender has made the Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of the Properties taken separately. The Borrower agrees that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure the Note; (ii) an Event of Default under the Note or this Loan Agreement shall constitute an Event of Default under each Mortgage; and (iii) each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower's partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of the Mortgages, and agrees not less than to assert any right under any laws pertaining to the Threshold Amountmarshalling of assets, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednessthe sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other event occurs (other thanmatters whatsoever to defeat, with respect reduce or affect the right of Lender under the Loan Documents to Indebtedness consisting a sale of Swap Contracts, termination events the Properties for the collection of the Debt without any prior or equivalent events pursuant different resort for collection or of the right of Lender to the terms payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to the Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such Swap Contracts)foreclosure the Borrower does hereby expressly consents to and authorizes, at the option of the Lender, the effect foreclosure and sale either separately or together 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result any combination 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; orProperties.

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary thereof (A) fails to make any payment when due (beyond the applicable grace period with respect thereto, if any ) (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of the Senior Secured Notes, the ABL Revolving Loans or in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition condition, beyond the applicable grace period with respect thereto, relating to the Senior Secured Notes, the ABL Revolving Loans, or relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto of not less than the Threshold Amount, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of the Senior Secured Notes, the ABL Revolving Loans or 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) ), as applicable, to cause, with the giving of notice or the lapse of time if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be mademade (other than (in the case of any such offer to repurchase, prepayment, defeasance or redemption) to the extent made with proceeds from the Disposition of assets (x) subject to Liens securing such other Indebtedness that have priority to the Liens, if any, on the same assets securing the Secured Obligations hereunder, and (y) subject to Liens securing the Secured Obligations hereunder and with respect to which the applicable Lenders decline to accept prepayment in accordance with Section 2.03(b)(v), provided that, in each case, such Disposition is permitted by the terms of such Indebtedness), prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to secured Indebtedness that becomes due which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Additional Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the sole 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. Notwithstanding the foregoing, (1) any conversion of Permitted Convertible Indebtedness by a holder thereof into shares of common stock, cash or a combination of cash and shares of common stock; (2) the voluntary sale rights of holders of such Permitted Convertible Indebtedness to convert into shares of common stock, cash or transfer a combination of cash and shares of common stock; (3) the property or assets securing rights of holders of such Permitted Convertible Indebtedness to require any repurchase by Holdings upon a fundamental change of such Permitted Convertible Indebtedness in cash, and (4) the termination of any of Swap Contract entered into in connection with such Permitted Convertible Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtednessshall not constitute an Event of Default; or

Cross-Default. Any Loan Party (i) The Company or any Restricted Subsidiary (A) fails to make any payment beyond the when due after giving effect to any applicable grace period with respect thereto, if any periods (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or such Guarantee to become payable or cash collateral in respect thereof to be demanded (provided that this any breach of the Financial Covenant giving rise to an event described in clause (e)(BB) above shall not apply to secured Indebtedness that becomes due 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 voluntary sale or transfer of date on which the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and Term Lenders (other than the Lenders under the documents providing for Term A Facility) declare an Event of Default in connection therewith); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such IndebtednessSwap 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 defined in such Swap Contract) under such Swap Contract as to which the Company or any Subsidiary is an Affected Party (as defined in such Swap Contract) 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 Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)under Swap Contracts) having an aggregate principal amount of not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause provided, that, notwithstanding the foregoing, the failure to comply with Section 7.11 of the ABL Credit Agreement (e)(Ba “Financial Covenant Default”) shall not apply to secured Indebtedness that becomes in and of itself constitute an Event of Default hereunder unless and until the date on which the Required Lenders (as defined in the ABL Credit Agreement) shall have declared the Obligations (as defined in the ABL Credit Agreement) due and payable as a result of such Financial Covenant Default; and provided, further, any Financial Covenant Default may be waived, rescinded or terminated by the voluntary sale or transfer of Required Lenders (as defined in the property or assets securing such IndebtednessABL Credit Agreement) and, if so waived, rescinded or terminated, then any Event of Default hereunder resulting from such sale or transfer is permitted hereunder Financial Covenant Default and under the documents providing for such Indebtednessrelated acceleration shall be automatically waived, rescinded and terminated (without action by any party 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 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 Loan Party The Parent, the Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than exceeding the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of #93847511v24 Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of control offers events and excess cash flow and indebtedness sweeps), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that (x) this clause (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 and (y) an “Event of Default” under the ABL Credit Agreement shall not constitute an Event of Default hereunder unless the ABL Lenders have actually declared all ABL Obligations to be immediately due and payable in accordance with the terms of the ABL Credit Agreement and such declaration has not been rescinded by the ABL Lenders on or before such date; provided, further, that such failure or breach is unremedied and is not waived by the required holders of such Indebtedness; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided 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 Indebtedness, if such sale or transfer is permitted hereunder hereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or (f) Insolvency Proceedings, Etc. Any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the documents providing benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such IndebtednessPerson and the appointment continues undischarged or unstayed for sixty (60) calendar days; oror any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or (g)

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the when due, after giving effect to any applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness for borrowed money or credit received or in respect of any Capitalized Leases or in respect of any guaranties by the Borrower or any Subsidiary of any such Indebtedness of another Person (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less more than the Threshold Amount, or (B) fails defaults (after giving effect to observe or perform any applicable grace period, and unless waived) with respect to any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting having an aggregate principal amount of Swap Contracts, termination events or equivalent events pursuant to more than the terms of such Swap Contracts)Threshold Amount, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that that, solely prior to the Fall-Away Date, the preceding clauses (A) and (B) of this clause (e)(BSection 8.01(e) shall not apply to secured (x) Indebtedness that becomes due as a result of the voluntary sale a sale, transfer or transfer other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, if such sale sale, transfer or transfer other disposition is otherwise permitted hereunder and hereunder, (y) any Indebtedness permitted to exist or be incurred under the documents providing for terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Administrative Agent and the Lenders under Section 8.01(k)), excess cash flow or other customary provision in such IndebtednessIndebtedness giving rise to such requirement to prepay, defease, repurchase or redeem in the absence of any default thereunder or (z) Indebtedness in respect of any Hedging Agreement in an amount in excess of the Threshold Amount that becomes due pursuant to a termination event or equivalent event (other than an event that, pursuant to the terms of such Hedging Agreement, constitutes a default or event of default in accordance with the terms thereof ) under the terms of such Hedging Agreement; or

Cross-Default. Any Loan Party The Borrower, any Restricted Subsidiary or any Restricted Material Unrestricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or (i) 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that that, no Event of Default shall occur under this clause (e)(Bi) 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 default is cured or transfer voided during the first ninety (90) days (or in the case of defaults caused by the failure to make scheduled payments of principal or interest, fifteen (15) days) following the date of any such failure (it being understood that any such failure shall be deemed to have been cured if such Indebtedness is permitted hereunder and under repaid in full) or (ii) to cause the documents providing for holder or holders of such IndebtednessIndebtedness (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 due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; or

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)under Swap Contracts) having an aggregate principal amount of not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause provided, that, notwithstanding the foregoing, the failure to comply with Section 7.11 of the ABL Credit Agreement (e)(Ba “Financial Covenant Default”) shall not apply to secured Indebtedness that becomes in and of itself constitute an Event of Default hereunder unless and until the date on which the Required Lenders (as defined in the ABL Credit Agreement) shall have declared the Obligations (as defined in the ABL Credit Agreement) due and payable as a result of such Financial Covenant Default; and provided, further, any Financial Covenant Default may be waived, rescinded or terminated by the voluntary sale or transfer of Required Lenders (as defined in the property or assets securing such IndebtednessABL Credit Agreement) and, if so waived, rescinded or terminated, then any Event of Default hereunder resulting from such sale or transfer is permitted hereunder Document Number: 1345735 -101- Financial Covenant Default and under the documents providing for such Indebtednessrelated acceleration shall be automatically waived, rescinded and terminated (without action by any party 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 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 Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiary Subsidiaries that, when taken together, would constitute a Significant Subsidiary) (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder hereunder, Indebtedness under Swap Contracts and Indebtedness with respect to surety or performance bonds in respect of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited commercial contracts entered into in recourse to such Receivables Management Assets the ordinary course of business (or is non-recourse to for the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiaryavoidance of doubt, not in respect of debt for borrowed money)) 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 not less more than the Threshold Amount, or or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee (other than with respect to surety or performance bonds in respect of commercial contracts entered into in the ordinary course of business (for the avoidance of doubt, not in respect of debt for borrowed money)) in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to secured Indebtedness that becomes due which Holdings 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 Holdings or any Restricted Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by Holdings or such Restricted Subsidiary as a result of thereof is greater than 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 IndebtednessThreshold Amount; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and or Indebtedness in respect of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)Qualified Securitization Transaction) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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 and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Article VIII; provided, further, that clause (B) above shall not apply to any convertible Indebtedness to the extent such default, event or condition consists of or occurs as a result of (x) the satisfaction of a conversion contingency, (y) the exercise by a holder of convertible Indebtedness of a conversion right resulting from the satisfaction of a conversion contingency or (z) a required repurchase under such convertible Indebtedness; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect theretoperiod, if any (any, whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise) , in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders 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, with the giving cause (after delivery of any notice if requiredrequired and after giving effect to any waiver, amendment, cure or grace period) such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(BB) shall not apply to (i) 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 hereunder, (ii) any Indebtedness if the sole remedy or option of the holder or holders or beneficiary or beneficiaries thereof in the event of the non-payment of such Indebtedness or the nonpayment or non-performance of obligations related thereto is to elect to convert such Indebtedness into Qualified Equity Interests and under cash in lieu of fractional shares and (iii) in the documents providing for case of Indebtedness which the holder or holders or beneficiary or beneficiaries thereof may elect to convert into Qualified Equity Interests, such IndebtednessIndebtedness from and after the date, if any, on which such conversion has been effected, and, in the case of each of the foregoing clause (A) and (B), such failure remains unremedied or unwaived by the holder or holders or beneficiary or beneficiaries of such Indebtedness on the date the Maturity Date of the Loans is accelerated in accordance with Section 8.02; or

Cross-Default. (i) Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiary Subsidiaries that, when taken together, would constitute a Significant Subsidiary) (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder hereunder, Indebtedness under Swap Contracts and Indebtedness with respect to surety or performance bonds in respect of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited commercial contracts entered into in recourse to such Receivables Management Assets the ordinary course of business (or is non-recourse to for the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiaryavoidance of doubt, not in respect of debt for borrowed money)) 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 not less more than the Threshold Amount, or or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee (other than with respect to surety or performance bonds in respect of commercial contracts entered into in the ordinary course of business (for the avoidance of doubt, not in respect of debt for borrowed money)) in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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) or the holders of any mandatory preferred stock to cause, with the giving of notice if required, such Indebtedness or such mandatory preferred stock (other than the conversion of any mandatory preferred stock to common stock in accordance with its terms not as the result of a default) to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness or such mandatory preferred stock to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause or (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to secured Indebtedness that becomes due which Holdings 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 Holdings or any Restricted Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by Holdings or such Restricted Subsidiary as a result of thereof is greater than 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 IndebtednessThreshold Amount; or

Cross-Default. Any Loan Transaction Party or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (Bii) fails to observe or perform any other agreement or condition relating to any such Indebtedness of not less than the Threshold Amount (any such Indebtedness, the Threshold Indebtedness), or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturityStated Maturity; provided that this clause (e)(Be)(ii) shall not apply to 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; or (iii) an Event of Default shall exist under (as defined in) the ABF Agreement; or a Receivables Termination Notice shall have been delivered under (and as defined in) the Intercreditor Agreement; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse owed by the Company to such Receivables Management Assets (any Restricted Subsidiary or is non-recourse by any Restricted Subsidiary to the Borrower Company or any other Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate outstanding principal amount of not less more than the Threshold Amount, ; or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturitymaturity and any applicable grace or cure period therefor shall have expired; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including any Casualty Event) of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such IndebtednessIndebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness or (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder; 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 termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. (i) Any Loan Party or any 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 ABL Facility or the Second Lien Credit Agreement or (y) any other Indebtedness (other than Indebtedness hereunder and Indebtedness or under the ABL Facility or the Second Lien Credit Agreement) having (in the case of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets this clause (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiaryy)) having an aggregate principal amount of not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness referred to in clause (e)(A), or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided 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 Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such IndebtednessIndebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness (subject to, in the case of the financial covenants contained in Section 7.11 of the ABL Facility, the cure rights contained in Section 8.03 of the ABL Facility and provided that a default or an event of default that results from a failure of the Borrower to comply with Section 7.11 of the ABL Facility shall not constitute a Default or an Event of Default unless and until the date upon which the ABL Lenders have actually terminated all commitments under the ABL Facility and declared all ABL Loans and other related ABL Obligations to be immediately due and payable in accordance with the ABL Facility); or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap ContractsAgreements, termination events or equivalent events pursuant to the terms of such Swap ContractsAgreements), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that (I) 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 Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; (II) with respect to any Default arising under this clause (e) as a result of a default under any Excluded Sale-Leaseback, Holdings, the Borrower and their respective Restricted Subsidiaries shall have thirty (30) days following the occurrence of any such event (subject to any applicable grace period) to cure such default (it being understood that no such default will become an Event of Default until the end of such 30 day period); (III) an “Event of Default” under, and as defined in, the ABL Credit Agreement, in respect of a financial covenant solely for the benefit of the lenders under the ABL Credit Agreement shall not constitute an Event of Default with respect to any Loans unless and until the lenders under the ABL Credit Agreement have declared all amounts outstanding under the ABL Credit Agreement to be immediately due and payable and all outstanding commitments under the ABL Credit Agreement to be immediately terminated, in each case in accordance with the ABL Credit Agreement and such declaration has not been rescinded on or before such date and (IV) an “Event of Default” under, and as defined in, the ABL Credit Agreement (except for any “Event of Default” referred to in clause (III) above), shall not in and of itself constitute an Event of Default under this paragraph unless such “Event of Default” under, and as defined in, the ABL Credit Agreement, (i) in respect of Section 8.01(a) of the ABL Credit Agreement, has not been cured within ten (10) Business Days after the date on which financial statements are required to be delivered under the ABL Credit Agreement with respect to the applicable fiscal quarter pursuant to the terms of Section 6.17(b) of the ABL Credit Agreement or (ii) in respect of Section 8.01 of the ABL Credit Agreement (other than Section 8.01(a) of the ABL Credit Agreement), until the expiration of a 180 calendar day period following the earlier of (x) the giving of notice of such “Event of Default” under, and as defined in, the ABL Credit Agreement, by any lender or the administrative agent under the ABL Credit Agreement or (y) the Borrower’s knowledge of such “Event of Default” under, and as defined in, the ABL Credit Agreement, except that in the case of each of clause (i) and (ii) above, if the Indebtedness under the ABL Credit Agreement has been accelerated such “Event of Default” under, and as defined in, the ABL Credit Agreement, shall constitute an Event of Default under this paragraph as of the date of such acceleration; provided, further that such failure is unremedied and is not waived by the holders of such Indebtedness; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause subclause (e)(BB) shall not apply to (x) mandatory prepayments of secured Indebtedness that becomes due (1) as a result of the permitted voluntary sale or transfer of the property or assets securing such Indebtedness, if Indebtedness or (2) as a result of a casualty event affecting such sale property or transfer assets; or (y) Indebtedness becoming due as a result of any acquisition of any Person or business so long as such acquisition is permitted hereunder and under the documents providing for such Indebtedness and 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 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 any Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any CROSS-COLLATERALIZATION; WAIVER OF MARSHALLING OF ASSETS. -------------------------------------- (a) The Borrower acknowledges that Lender has made the Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of the Properties taken separately. The Borrower agrees that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure the Note; (ii) an Event of Default under the Note or this Loan Agreement shall constitute an Event of Default under each Mortgage; and (iii) each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note. (b) To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower's partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of the Mortgages, and agrees not less than to assert any right under any laws pertaining to the Threshold Amountmarshalling of assets, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednessthe sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other event occurs (other thanmatters whatsoever to defeat, with respect reduce or affect the right of Lender under the Loan Documents to Indebtedness consisting a sale of Swap Contracts, termination events the Properties for the collection of the Debt without any prior or equivalent events pursuant different resort for collection or of the right of Lender to the terms payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to the Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such Swap Contracts)foreclosure the Borrower does hereby expressly consents to and authorizes, at the option of the Lender, the effect foreclosure and sale either separately or together 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result any combination 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; orProperties.

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond when due, or within the applicable grace period with respect theretoperiods, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than 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 appropriate proceedings and the Borrower or any Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Bi)(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 so long as such sale Indebtedness is repaid in accordance with its terms; or transfer (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 permitted hereunder and 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 documents providing for 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 IndebtednessSubsidiary 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 8.02; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and hereunder, but including, for the avoidance of doubt, any Permitted Convertible Indebtedness in excess of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)Threshold Amount) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness (including, for the avoidance of doubt, any Permitted Convertible Indebtedness in excess of the Threshold Amount), or any other event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturitymaturity (other than any (i) any event that permits holders of any Permitted Convertible Indebtedness to convert or exchange such Indebtedness (unless holders holding more than the Threshold Amount of such Indebtedness do not exercise their option to convert or exchange such Indebtedness) or (ii) the conversion or exchange of any Permitted Convertible Indebtedness, in either case, into common stock of Kore Holdings (or other securities or property following a merger event, reclassification or other change of the common stock of Kore Holdings), cash or a combination thereof); provided that this clause (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 IndebtednessIndebtedness or (y) the occurrence of any early termination or cancellation and payment (each howsoever defined) under any Permitted Bond Hedge Transaction; provided further that, any failure described under clause (A) or (B) above is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Article VIII; or

Cross-Default. Any Cross-Collateralization; Waiver of Marshalling of Assets. 12.4.1 Borrower acknowledges that Lender has made the Loan Party to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of the Properties taken separately. Borrower agrees that the Mortgages are and will be cross-collateralized and cross- defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure the Note; (ii) an Event of Default under the Note or this Loan Agreement shall constitute an Event of Default under each Mortgage; and (iii) each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note. 12.4.2 To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower's partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any Restricted Subsidiary (A) fails of the Mortgages, and agrees not to make assert any payment beyond the applicable grace period with respect thereto, if right under any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse laws pertaining to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount marshalling of not less than assets, the Threshold Amountsale in inverse order of alienation, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednesshomestead exemption, the administration of estates of decedents, or any other event occurs (other thanmatters whatsoever to defeat, with respect reduce or affect the right of Lender under the Loan Documents to Indebtedness consisting a sale of Swap Contracts, termination events the Properties for the collection of the Debt without any prior or equivalent events pursuant different resort for collection or of the right of Lender to the terms payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such Swap Contracts)foreclosure Borrower does hereby expressly consents to and authorizes, at the option of Lender, the effect foreclosure and sale either separately or together 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result any combination 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; orProperties.

Cross-Default. Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (Bii) fails to observe or perform any other agreement or condition relating to any such Indebtedness of not less than the Threshold Amount (any such Indebtedness, Threshold Indebtedness), or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), 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 due or to be repurchased, prepaidpre-paid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturityStated Maturity; provided that this clause (e)(Be)(ii) shall not apply to 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 termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party Cross-Collateralization; Waiver of Marshalling of Assets. (a) Borrowers acknowledge that Lender has made the Loans to Borrowers upon the security of its collective interest in the Properties and in reliance upon The aggregate of the Properties taken together being of greater value as collateral security than the sum of each Property taken separately. Borrowers agree that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages; (ii) an Event of Default under any of the Notes or this Agreement shall constitute an Event of Default under each Mortgage; (iii) subject to Section 7.06 of the New York Mortgages, each Mortgage shall constitute security for the Notes as if a single blanket lien were placed on all of the Properties as security for the Notes; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance, (b) To the fullest extent permitted by law, Borrowers, for themselves and their successors and assigns, waive all rights to a marshalling of the assets of Borrowers, Borrowers' partners and others with interests in Borrowers, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any Restricted Subsidiary (A) fails of the Mortgages, and agree not to make assert any payment beyond the applicable grace period with respect thereto, if right under any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse laws pertaining to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount marshalling of not less than assets, the Threshold Amountsale in inverse order of alienation, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtednesshomestead exemption, the administration of estates of decedents, or any other event occurs (other thanmatters whatsoever to defeat, with respect reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Aggregate Secured Indebtedness consisting without any prior or different resort for collection or of Swap Contracts, termination events or equivalent events pursuant the right of Lender to the terms payment of the Aggregate Secured Indebtedness out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrowers, for themselves and their successors and assigns, waive in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to Borrowers which would require the separate sale of the Properties or require Lender to exhaust its remedies against any one Property or any combination of the Properties before proceeding against any other Property or combination of the Properties; and further in the event of such Swap Contracts)foreclosure Borrowers do hereby expressly consent to and authorizes, at the option of Lender, the effect foreclosure and sale either separately or together 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result any combination 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; orProperties.

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less than exceeding the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other #95787455v10 event occurs (other than, than (i) with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of control offers events and excess cash flow and indebtedness sweeps), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that (x) this clause (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 and (y) an “Event of Default” under the ABL Credit Agreement shall not constitute an Event of Default hereunder unless the ABL Lenders have actually declared all ABL Obligations to be immediately due and payable in accordance with the terms of the ABL Credit Agreement and such declaration has not been rescinded by the ABL Lenders on or before such date; provided, further, that such failure or breach is unremedied and is not waived by the required holders of such Indebtedness; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (i) The Borrower (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate outstanding principal amount of not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided 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 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 Loans pursuant to Section 8.02; provided further, that, for the avoidance of doubt, a requirement to make a mandatory redemption or repayment of Indebtedness solely from amounts on deposit with a third party escrow agent shall not be an Event of Default hereunder so long as such amounts are actually applied to prepay such Indebtedness as and when required thereby; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having with an aggregate outstanding principal amount (or, in the case of a Swap Contract, Swap Termination Value) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness 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 occurs (other than, than (i) with respect to such Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContracts and (ii) any event requiring prepayment pursuant to customary asset sale provisions), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that this clause (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; orprovided, 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 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 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 all such Indebtedness to be made, prior to its stated maturity; or (f) Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, interim receiver, receiver and manager, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days; or an order for relief is entered in any such proceeding; or 153

Cross-Default. Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) after giving effect to any applicable grace period in respect of any Indebtedness (including Swap Contracts or the Senior Notes) or Guarantee of Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an aggregate principal amount of not less more than the Threshold Amount, or (Bii) 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 otherwise relating to such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of than any termination event or analogous provision in any Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap ContractsContract), the effect of which default or other event is to cause, or to permit permit, irrespective of whether exercised, 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 due or to be accelerated, repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Be)(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. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount$20,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause (e)(Be)(i) shall not apply to Indebtedness secured by any Lien permitted under clause (i) or (j) of Section 7.01 to the extent such Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing secured by such IndebtednessLien, if or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such sale Swap Contract) resulting from (A) any Event of Default (as defined in such Swap Contract) as to which the Borrower or transfer any Subsidiary is permitted hereunder and 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 documents providing for 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 IndebtednessSubsidiary as a result thereof is greater than $20,000,000; or

Cross-Default. Any Loan Party (i) Other than with respect to Non-Recourse Project Indebtedness, so long as no claim with respect thereto is made against any Subsidiary other than the Non-Recourse Subsidiary primarily liable therefor, the Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)under NYI- 4560366v1188 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 not less more than the Threshold Amount$35,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee described in clause (A) above or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided maturity (other than any required repurchase or offer to purchase Convertible Bond Indebtedness upon the occurrence of a “Fundamental Change” (as defined in the Senior Unsecured Notes Indentures (it being understood for the avoidance of doubt, that this clause (e)(B) conversions of Convertible Bond Indebtedness in accordance with its terms, and the satisfaction by the Borrower of its obligations in connection therewith, shall not apply constitute an Event of Default)), or such Guarantee to secured Indebtedness that becomes due become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract or Convertible Bond Hedge Transaction an Early Termination Date (as defined in such Swap Contract or Convertible Bond Hedge Transaction, as applicable) resulting from (A) any event of default under such Swap Contract or Convertible Bond Hedge Transaction, as applicable, as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract or Convertible Bond Hedge Transaction, as applicable) or (B) any Termination Event (as so defined) under such Swap Contract or Convertible Bond Hedge Transaction, as applicable as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Termination Value owed by the Borrower or such Subsidiary as a result of thereof is greater than 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$35,000,000; or

Cross-Default. Any Loan Party (i) Other than with respect to Non-Recourse Project Indebtedness, so long as no claim with respect thereto is made against any Subsidiary other than the Non‑Recourse Subsidiary primarily liable therefor, the Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (including Indebtedness under any First Lien Loan Documents or Permitted First Lien Refinancing Indebtedness) or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount$35,000,000 or with respect to Indebtedness under any First Lien Loan Documents or Permitted First Lien Refinancing Indebtedness, any amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee described in clause (A) above or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , or such Guarantee to become payable or cash collateral in respect thereof to be demanded, provided that any default under the First Lien Credit Agreement shall not constitute an Event of Default under this clause (e)(Be)(i)(B) shall unless either (1) such default is not apply cured or waived within 90 days after the occurrence of such default or (2) the First Lien Agent or requisite holders of First Lien Loans or any Permitted First Lien Refinancing Indebtedness cause the First Lien Loans or any Permitted First Lien Refinancing Indebtedness to secured Indebtedness that becomes be accelerated, demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise) prior to the stated maturity thereof; 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 of thereof is greater than 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$35,000,000; or

Cross-Default. Any Loan Party or any Restricted Subsidiary CROSS-COLLATERALIZATION; WAIVER OF MARSHALLING OF ASSETS. (A) fails Each of the Borrowers acknowledges that Lender has made the Loan to make any payment beyond each of the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) Borrowers upon the security of the Properties and the Other Company Collateral and in respect reliance upon the aggregate value of any Indebtedness (other than Indebtedness hereunder the Properties and Indebtedness the Other Company Collateral taken together being of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less greater value as collateral security than the Threshold Amount, or sum of each such Property and each of the Borrowers' interests in the Company Collateral taken separately. Each of the Borrowers agrees that the Deeds of Trusts and other security agreements given hereunder are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default shall constitute an Event of Default under each of the Deeds of Trusts and the other security agreements given hereunder which secure the Note; (ii) each Deed of Trust and the other security agreements given hereunder shall constitute security for the Note as if a single blanket lien were placed on all of the Properties and the Other Company Collateral as security for the Note; and (iii) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance. (B) fails To the fullest extent permitted by law, each of the Borrowers, for itself and its successors and assigns, waives all rights to observe a marshalling of the assets of each of the Borrowers, each of the Borrower's members and others with interests in each of the Borrowers, and of the Properties and the Other Company Collateral, or perform to a sale in inverse order of alienation in the event of foreclosure of all or any other agreement of the Deeds of Trusts or condition relating the Other Company Collateral, and agrees not to assert any such Indebtednessright under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other event occurs (other thanmatters whatsoever to defeat, with respect reduce or affect the right of Lender under the Loan Documents to Indebtedness consisting a sale of Swap Contracts, termination events the Properties and the Other Company Collateral for the collection of the Loan without any prior or equivalent events pursuant different resort for collection or of the right of Lender to the terms payment of the Loan out of the net proceeds of the Properties and the Other Company Collateral in preference to every other claimant whatsoever. In addition, each of the Borrowers, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Deeds of Trusts or Other Company Collateral, any equitable right otherwise available to each of the Borrowers which would require the separate sale of the Properties and the Other Company Collateral or require Lender to exhaust its remedies against any such Properties and the Other Company Collateral or any combination of the Properties and the Other Company Collateral before proceeding against any other Properties and the Other Company Collateral or combination of Properties and the Other Company Collateral; and further in the event of such Swap Contracts)foreclosure each of the Borrowers does hereby expressly consent to and authorize, at the option of Lender, the effect foreclosure and sale either separately or together 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, or otherwise) or, in the case of a Receivables Facility, to be terminated, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result any combination of the voluntary sale or transfer of Properties and the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; orOther Company Collateral. [signatures follow on next page]

Cross-Default. (i) Any Loan Party Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)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 not less more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that this clause subclause (e)(BB) shall not apply to (x) mandatory prepayments of secured Indebtedness that becomes due (1) as a result of the permitted voluntary sale or transfer of the property or assets securing such Indebtedness, if Indebtedness or (2) as a result of a casualty event affecting such sale property or transfer assets; or (y) Indebtedness becoming due as a result of any acquisition of any Person or business so long as such acquisition is permitted hereunder and under the documents providing for such Indebtedness and 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 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. (i) Any Loan Party or any Restricted Significant Subsidiary thereof (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness, beyond any period of grace or cure, if any, provided in the instrument or agreement under which such Material Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)) having an aggregate principal amount of not less than the Threshold Amountwas created, or (B) fails to observe or perform (after giving effect to any applicable grace period with respect thereto) any other agreement or condition relating to any such IndebtednessMaterial Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (provided that any default in the observance of a financial maintenance covenant (or inaccuracy of any representation or warranty relating to compliance with any such financial maintenance covenant) that would give rise to an event described in this clause (e)(i)(B) shall not constitute an Event of Default with respect to any Incremental Term B Loans (other thanthan any Specified Incremental Term B Loans) or Permitted Refinancing Term Loans (unless, with respect to Indebtedness consisting such Permitted Refinancing Term Loans, the Borrower shall agree, in the documentation with respect thereto, that such Permitted Refinancing Term Loans shall have the benefit of Swap Contractsthe financial covenants hereunder in the documentation in respect thereof), termination events unless and until the Required Financial Covenant Lenders (or equivalent events pursuant the Administrative Agent on their behalf) have declared all amounts outstanding under the Financial Covenant Facilities to be due and payable and all outstanding Commitments under the terms Financial Covenant Facilities to be terminated, in each case in accordance with this Agreement as a result of such Swap Contractsbreach, and such declaration has not been rescinded (any such Event of Default arising in connection with an event described in this clause (e)(i)(B), a “Financial Covenant Cross Default”), the effect of which default or other event is to cause, or to permit the holder or holders (or beneficiary or beneficiaries) of such Material 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 be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity; provided that this clause maturity (e)(Bany applicable grace or cure periods having expired), or such Guarantee to become payable or cash collateral in respect thereof to be demanded (other than by (A) shall not apply to secured the occurrence of any early termination or cancellation (each howsoever defined) under any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction, (B) a regularly-scheduled required payment, (C) mandatory prepayments from proceeds of asset sales, debt incurrence, excess cash flow, equity issuances and insurance proceeds, (D) mandatory payments due by reason of, and in an amount required to, eliminate the effect of currency fluctuations, (E) the conversion of any Permitted Convertible Indebtedness into cash, shares of the Borrower’s common stock or any combination thereof in accordance with terms of the indenture governing such Permitted Convertible Indebtedness or (F) any special mandatory redemption of Material Indebtedness incurred in connection with any merger, acquisition or other Investment that becomes due because such event does not occur during a specified time period (so long as such Material Indebtedness is redeemed within the time period required)); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Significant Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Significant Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Significant Subsidiary as a result of thereof is greater than the 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 IndebtednessThreshold Amount; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited in recourse to such Receivables Management Assets (or is non-recourse to the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiary)hereunder) having an outstanding aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, after giving effect to all applicable grace periods, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), 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 due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(BB) 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, Indebtedness if such sale or transfer is permitted hereunder hereunder; provided, further, that (i) this clause (e) shall not apply if such failure is remedied or waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this Article VIII, (ii) any event or condition set forth under this clause (e) shall not, until the expiration of any applicable grace period or the delivery of notice for the acceleration of the underlying Indebtedness by the applicable holder or holders of such Indebtedness, constitute a “Default” or “Event of Default” for purposes of this Agreement and (iii) any breach of any covenant or the occurrence of any default with respect to any ABL Facility or any Permitted Refinancing thereof shall not constitute a “Default” or “Event of Default” with respect to any Term Loans unless and until the ABL Lenders have declared all amounts outstanding under the documents providing for ABL Facility to be immediately due and payable and all outstanding commitments under the ABL Facility to be immediately terminated, and such Indebtednessdeclaration has not been rescinded on or before such date; or

Cross-Default. (i) Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiary Subsidiaries that, when taken together, would constitute a Significant Subsidiary) (A) fails to make any payment beyond the applicable grace period with respect thereto, if any when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder hereunder, Indebtedness under Swap Contracts and Indebtedness with respect to surety or performance bonds in respect of special purpose Receivables Management Subsidiaries that own substantially no assets other than Receivables Management Assets which Indebtedness is limited commercial contracts entered into in recourse to such Receivables Management Assets the ordinary course of business (or is non-recourse to for the Borrower or any Restricted Subsidiaries other than such special purpose Receivables Management Subsidiaryavoidance of doubt, not in respect of debt for borrowed money)) 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 not less more than the Threshold Amount, or or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness or Guarantee (other than with respect to surety or performance bonds in respect of commercial contracts entered into in the ordinary course of business (for the avoidance of doubt, not in respect of debt for borrowed money)) in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts)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) or the holders of any mandatory preferred stock to cause, with the giving of notice if required, such Indebtedness or such mandatory preferred stock (other than the conversion of any mandatory preferred stock to common stock in accordance with its terms not as the result of a default) to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically, automatically or otherwise) or, in the case of a Receivables Facility, to be terminated), or an offer to repurchase, prepay, defease or redeem such Indebtedness or such mandatory preferred stock to be made, prior to its stated maturity; provided that this clause , or such Guarantee to become payable or cash collateral in respect thereof to be demanded; (e)(Bii) shall not apply there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to secured Indebtedness that becomes due which Holdings 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 Holdings or any Restricted Subsidiary is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by Holdings or such Restricted Subsidiary as a result of thereof is greater than the voluntary sale Threshold Amount; 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|US-DOCS\126402975.16140630557.8||