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, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; or

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary (Aa) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, Amount or (Bb) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by the Borrower or any Loan PartyRestricted 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 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 all of such Indebtedness to be made, prior to its stated maturity; provided that (i) any such failure under clauses (a) or (b) above (x) shall only constitute an Event of Default hereunder if 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; provided8.02 and (y) for the avoidance of doubt, furthershall not result in a Default or Event of Default hereunder while any notice period or grace period, that if applicable to such failure remains in effect and (ii) this clause (e)(B5) 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 such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; 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 subsidiary thereof (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, after giving effect to any applicable grace period) in respect of any Indebtedness or guarantee (other than Indebtedness hereunderhereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount (individually including amounts owing to all creditors under any combined or in the aggregate with all other Indebtedness as to which such a failure shall existsyndicated 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 any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)relating thereto, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, (x) such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or (y) an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or (z) such guarantee to become payable or cash collateral in respect thereof to be demanded; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause paragraph (e)(Be) shall not apply to (xi) secured Indebtedness that becomes due as a result of the voluntary sale sale, transfer or transfer other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement, and it being understood that clause (A) above will apply to any failure to pay any such Indebtedness above the Threshold Amount after it becomes due and payable), (ii) termination events or similar events occurring under any Swap Contract above the Threshold Amount (it being understood that clause (A) above will apply to any failure to make any payment required as a result of any such termination or similar event), (iii) any breach or default that is (I) remedied by the Borrower or the applicable subsidiary or (II) waived (including in the form of amendment) by the required holders of the applicable item of Indebtedness, if in either case, prior to the acceleration of Loans or Commitments pursuant to this Article VIII or (iv) Indebtedness or a guarantee of any Person assumed in connection with the acquisition of such sale or transfer is permitted hereunder and under Person to the documents providing for extent that such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that guarantee is required to be repaid, repurchased, prepaid, redeemed or defeased or redeemed (substantially concurrently with such acquisition or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting by the rights terms thereof as a result of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders acquisition of such IndebtednessPerson; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of any default thereunder by any Loan Partycontrol 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 or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due (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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; 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 periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, further that such failure is unremedied and is not waived by the holders of such Indebtedness; provided, further that, with respect to any Default arising under this clause (e) as a result of a default under any Excluded Sale-Leaseback, Holdings, the Borrowers and their respective Restricted Subsidiaries shall have 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); or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result of (ii) any default thereunder by any Loan Partyevent 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 or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due (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 Indebtedness; provided further that, any failure described under clause (yi) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be madeii) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure above is unremedied and is not waived by the holders of such IndebtednessIndebtedness 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 periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that that, any such failure is unremedied or the occurrence of any such other event referred to in sub-clauses (i) and is not waived by (ii) relating to Indebtedness under the holders ABL Credit Agreement shall constitute an Event of Default under this Section 8.01(e) only after the earliest to occur of (x) expiration of a 60-day period following the commencement of such Indebtedness prior to failure or the date of such occurrence, (y) any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02ABL Obligations (as defined in the Intercreditor Agreement) or (z) the commencement of the Exercise of Any Secured Creditor Remedies (as defined in the Intercreditor Agreement) by the ABL Collateral Agent or any ABL Lender as a result of such failure or occurrence; provided, provided further, that this preceding sub-clause (e)(Bii) 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 such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; 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 periodperiod 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) having with an aggregate outstanding principal amount (individually or or, in the aggregate with all other Indebtedness as to which such case of a failure shall existSwap 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result of (ii) any default thereunder by any Loan Partyevent 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 or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due (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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, further that such any failure described under clause (i) or (ii) above is unremedied and is not waived by the holders of such IndebtednessIndebtedness 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 event or condition occurs that (w) results in any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Material Indebtedness (other than Indebtedness hereunderrelated to a Customer Finance Transaction) having an aggregate outstanding principal amount becoming due prior to its scheduled maturity, (individually x) enables or in permits (with or without the aggregate with all other Indebtedness as to which such a failure shall existgiving of notice) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such any Material Indebtedness (other than Indebtedness related to a Customer Finance Transaction) or a any trustee or agent on its or their behalf of such holder or holders or beneficiary or beneficiariesto cause any Material Indebtedness (other than Indebtedness related to a Customer Finance Transaction) to causebecome due, with the giving of notice if required, such Indebtedness to become due or to be repurchasedrequire the prepayment, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease redemption or redeem such Indebtedness to be madedefeasance thereof, prior to its stated maturity; provided scheduled maturity or (y) results in the termination of a Permitted Receivables Financing prior to its scheduled termination (other than a voluntary termination by EDS) or enables or permits (with or without the giving of notice) the financing parties thereunder or any trustee or agent on their behalf to terminate a Permitted Receivables Financing, or (z) as a consequence of a failure by EDS or an EDS Subsidiary to perform its obligations under a client contract relating to, or the other documents governing, a Customer Finance Transaction, results in such Customer Finance Transaction becoming due prior to its scheduled maturity or enables or permits (with or without the giving of notice) the financing parties thereunder or any trustee or agent on their behalf to terminate such Customer Finance Transaction (except to the extent, in the case of this clause (z), that the Indebtedness related to such Customer Finance Transaction, when aggregated with the Indebtedness related to all other Customer Finance Transactions that, as a consequence of a failure is unremedied and is by EDS or an EDS Subsidiary to perform its obligations under a client contract relating to, or the other documents governing, such other Customer Finance Transactions, which failure has not been cured or waived by prior to or at the holders time of such Indebtedness event or occurrence, have become due prior to their respective scheduled maturities or enabled or permitted (with or without the giving of notice) the financing parties thereunder or any termination trustee or agent on their behalf to terminate such other Customer Finance Transactions, does not equal or exceed $100,000,000 in the aggregate) and, in the case of clauses (x), (y) or (z), such event or condition shall not have been cured or waived within the Commitments or acceleration of the Loans pursuant to Section 8.02; providedPermitted Grace Period, further, provided that this clause (e)(Bj) shall not apply to (x) secured Indebtedness that becomes due as a result of (A) a voluntary prepayment notice given by EDS or any EDS Subsidiary or (B) in the case of secured Indebtedness, the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is Indebtedness in a transaction permitted hereunder and under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; orLoan Documents.

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness to become 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due or as to which an offer to prepay is required to be made 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 8.01(j) below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; 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 periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Material Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold AmountObligations), or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessMaterial Indebtedness beyond the applicable grace period with respect thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap 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) after the expiration of the applicable grace period with respect thereto, 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 Material Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness Indebtedness, and (y) further provided that the occurrence of any Indebtedness permitted to exist or be incurred event of default under the terms Term Loan Agreement by virtue of this the breach of any financial maintenance covenant contained in Section 7.11 of the Term Loan Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as any other financial maintenance covenant from time to time in effect under the Term Loan Agreement and not contained in this Agreement) shall not constitute an Event of Default until the earliest of (x) sixty (60) days after the date of such breach (during which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in period such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and breach is not waived by the holders lenders under the Term Loan Agreement or such breach is not cured pursuant to Section 8.05 of the Term Loan Agreement), or (y) the acceleration of the obligations under the Term Loan Agreement, or (z) the commencement of the Exercise of Any Secured Creditor Remedies (as defined in the Intercreditor Agreement as in effect on the Closing Date) by the Term Loan Agent and/or the Term Loan Lenders under the Term Loan Agreement as a result of such Indebtednessbreach; 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 applicable grace perioddocuments (the “Other Loan Documents”) under which any Other Material Indebtedness is created or incurred, if any, whether by scheduled maturity, required prepayment, acceleration, demandshall prove to be false or misleading in any material respect (each an “Other Indebtedness Misrepresentation Default”), or otherwise, any default shall occur in respect of the performance of any Indebtedness covenant, agreement or obligation of the Borrower under the Bond Documents or Other Loan Documents (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or 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 specified in the aggregate with all other Indebtedness Bond Documents or the Other Loan Documents (as to which such a failure shall existthe case may be) 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 Covenant Default”), if the effect of Hedging Obligations, termination events such Other Indebtedness Misrepresentation Default or equivalent events pursuant Other Indebtedness Covenant Default shall be to permit the immediate acceleration (not including any indirect acceleration of the maturity thereof (1) through reimbursement obligations to the terms provider of such Hedging Obligations and not a Credit Facility occurring as a result of any default thereunder by any Loan Party), the effect of which default a mandatory tender for purchase thereof 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 beneficiaries2) 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale revised‌ amortization requirements and/or increased interest rates following an optional or transfer mandatory tender for purchase thereof) of the property maturity of any or assets securing all of the Senior Obligations or the Other Material Indebtedness (as the case may be), and, in the case of any such IndebtednessOther Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default, if such sale the Borrower shall have failed to cure Other Indebtedness Misrepresentation Default or transfer is permitted hereunder and under the documents providing for such Other Indebtedness and (y) any Indebtedness permitted Covenant Default or to exist or be incurred under obtain an effective written waiver thereof in accordance with the terms of this Agreement that is required to be repurchased, prepaid, defeased the Senior Obligations or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Other Material Indebtedness; or.

Cross-Default. Any Loan Party or any Restricted Subsidiary Material Company (Ai) fails to make any payment beyond after the applicable grace periodperiod with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and Indebtedness owed by one Restricted Company to another Restricted Company) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 such Indebtedness consisting of Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not Swap Contracts (it being understood that clause (i) of this Section 7.01(e) will apply to any failure to make any payment required as a result of any default thereunder by any Loan Partysuch termination or equivalent event)), 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, (x) such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an (y) a mandatory offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(Be)(ii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and Indebtedness; provided further that, any failure described under clauses (yi) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be madeii) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure above is unremedied and is not waived by the holders of such IndebtednessIndebtedness prior to any termination of the commitments or acceleration of the Loans pursuant to Article 8; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of any default thereunder by any Loan Partycontrol 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 or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due (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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; 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 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 (Ai) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold AmountMaterial Indebtedness, or (Bii) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event is to cause, or to permit the holder or holders 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 Material Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause subclause (e)(Be)(ii) shall not apply to (xA) secured Material Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness, if such sale or transfer is permitted hereunder and or (B) termination events or similar events occurring under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Hedge Agreement that is constitutes Material Indebtedness (it being understood that this subclause (e)(ii) will apply to any failure to make any payment required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence a result of any default thereundersuch termination or similar event); provided, further, that there shall not be an Event of Default under this subclause (e)(ii) with respect to a default under Section 10.2.11 of the ABL Credit Agreement (as in effect on the date hereof), or any other financial covenant therein or in any Refinancing Indebtedness in respect of the ABL Credit Agreement until the earlier of (1) the date on which the Indebtedness under the ABL Credit Agreement or any such failure is unremedied and is not waived by the holders Refinancing Indebtedness has been accelerated as a result of such Indebtednessdefault and (2) the date on which the administrative agent, the collateral agent and/or the lenders under the ABL Credit Agreement or any such Refinancing Indebtedness have exercised their secured creditor remedies as a result of such default; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and intercompany Indebtedness) having an aggregate outstanding principal amount (individually equal to or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less greater 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 thanthan a default or an event of default in respect of the observance of or compliance with any financial maintenance covenant, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder which is addressed by any Loan Partyclause (C) below), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, prior to its Stated Maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts into Equity Interests (other than Disqualified Stock or, in the case of a Restricted Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided further, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02 or (C) fails to observe or perform any other agreement or condition relating to any such Indebtedness containing or otherwise requiring observance or compliance with a financial maintenance covenant and the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) have caused such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturityStated Maturity (“Acceleration”); provided however that if such failure is unremedied and is not waived by the holder or holders (or a trustee or an agent on behalf of such Indebtedness prior holder or holders or beneficiary or beneficiaries) irrevocably rescind such Acceleration, the Event of Default with respect to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(Be) 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 automatically cease from and after such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednessdate; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, 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 hereunderhereunder or under the ABL Facility or the Second Lien Credit Agreement) having (in the case of this clause (y)) an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 clause (e)(A) (other than the Indebtedness under the ABL Facility), or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any such Indebtedness permitted to exist or be incurred is repaid when required under the terms documents providing for such Indebtedness, or (C) fails to observe or perform any agreement or condition relating to the Indebtedness under the ABL Facility, or any other event occurs, the effect of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow default or other customary provision in such event is to cause the Indebtedness giving rise under the ABL Facility to such requirement become due prior to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednessits stated maturity; or

Cross-Default. Any Loan Party The Parent, Holdings, the Borrower or any of their respective Restricted Subsidiary Subsidiaries shall (Ai) fails to make default in making any payment of any principal of any Material Indebtedness (excluding the Term Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the applicable grace periodperiod of grace, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or provided in the aggregate with all other Indebtedness as to instrument or agreement under which such a failure shall exist) of not less than the Threshold Amount, Indebtedness was created; or (Biii) fails to observe default in the observance or perform performance of any other agreement or condition relating to any such IndebtednessIndebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)shall occur, the effect of which payment or other default or other event of default described in clauses (i), (ii) or (iii) of this paragraph (e) is to cause, or to permit the holder or holders beneficiary of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) 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 maturitymaturity or to become subject to a mandatory offer to purchase by the obligor thereunder or to become payable; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause paragraph (e)(Be) shall not apply to (xA) secured Indebtedness that becomes due as a result of the voluntary sale sale, transfer, destruction or transfer other disposition of the property Property or assets securing such Indebtedness, Indebtedness if such sale sale, transfer, destruction or transfer other disposition is permitted not prohibited hereunder and under the documents providing for such Indebtedness and or (yB) any Indebtedness Guarantee Obligations except to the extent such Guarantee Obligations shall become due and payable by any Loan Party and remain unpaid after any applicable grace period or period permitted to exist or be incurred under following demand for the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderpayment thereof; provided, further, that no “Event of Default” (as defined in the ABL Credit Agreement) arising from a failure to comply with Section 7.18(a) (Fixed Charge Coverage Ratio) of the ABL Credit Agreement shall constitute an Event of Default under this paragraph (e) until the earliest to occur of (w) the date that is ten (10) Business Days after the day on which financial statements for the applicable Fiscal Month are required to have been delivered under the ABL Credit Agreement, in connection with which such failure is unremedied and is “Event of Default” (as defined in the ABL Credit Agreement) has occurred, to the extent such “Event of Default” has not been waived or cured prior to such date, (x) the acceleration of the ABL Debt, (y) a Collateral Enforcement Action (as defined in the Intercreditor Agreement) by the holders ABL Agent with respect to any Collateral and (z) the ABL Agent’s delivery to the Agent of such Indebtednessa written notice commencing the “Standstill Period” under and as defined in the Intercreditor Agreement; or

Cross-Default. Any Loan Party or any of its Restricted Subsidiary Subsidiaries shall (Ai) fails to make default in (x) any payment of principal of or interest on any Indebtedness (excluding the Revolving Facility Obligations) in excess of the Threshold Amount or (y) in the payment of any Guarantee Obligation in excess of the Threshold Amount, beyond the applicable grace periodperiod of grace, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or provided in the aggregate with all other Indebtedness as to instrument or agreement under which such a failure shall existIndebtedness or Guarantee Obligation was created; (ii) default in the observance or performance of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any Indebtedness (excluding the Revolving Facility Obligations) or Guarantee Obligation referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto (other than a failure to provide notice of a default or an event of default under such Indebtednessinstrument or agreement or default in the observance of or compliance with any financial maintenance covenant), or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events shall occur or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice or lapse of time 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 maturitymaturity or such Guarantee Obligation to become payable (an “Acceleration”; provided that and the term “Accelerated” shall have a correlative meaning), and such failure is unremedied time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and is such default shall not have been remedied or waived by the holders or on behalf of such Indebtedness prior to any termination of the Commitments holder or acceleration of the Loans pursuant to Section 8.02; provided, further, holders (provided that this clause (e)(Bii) 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 such Indebtedness and or (y) any Indebtedness permitted termination event or similar event pursuant to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased any Swap Contract) or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be madeiii) in connection the case of any Indebtedness or Guarantee Obligations referred to in clause (i) above containing or otherwise requiring observance or compliance with any asset sale eventfinancial maintenance covenant, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to or Guarantee Obligation shall have been Accelerated and such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is Acceleration shall not waived by the holders of such Indebtednesshave been rescinded; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness (other than any such Indebtedness in respect of the ABL Facilities), or any other event occurs (other than with respect to any such Indebtedness in respect of the ABL Facilities and other than, with respect to Indebtedness consisting of Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderhereunder; provided, further, provided further that such failure is unremedied and is not waived by the holders of such IndebtednessIndebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02 or (C) fails to observe or perform any other agreement or condition relating to any Indebtedness in respect of the ABL Facilities, or any other event occurs with respect to the ABL Facilities, and the holder or holders of such Indebtedness (or the ABL Administrative Agent on behalf of such holder or holders) cause such Indebtedness to become due (automatically or otherwise) prior to its stated maturity; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, that such failure is unremedied and is not waived by the holders of such IndebtednessIndebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided that no such event under the ABL Facilities (other than the failure of any Loan Party or any Restricted Subsidiary to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of the ABL Facilities) shall constitute an Event of Default under this Section 8.01(e) until the earliest to occur of (x) the acceleration of the Indebtedness under the ABL Facilities and (y) the exercise of any remedies by the ABL Administrative Agent in respect of any Collateral; or

Cross-Default. Any Loan Party or any Restricted Subsidiary thereof (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness Debt (other than Indebtedness Debt hereunder) having an aggregate outstanding principal amount (individually including undrawn committed or in the aggregate with available amounts and including amounts owing to all other Indebtedness as to which such a failure shall existcreditors 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 IndebtednessDebt 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness Debt or the beneficiary or beneficiaries of any Debt arising pursuant to a 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 Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness Debt to be made, prior to its stated maturityStated Maturity, or otherwise to become payable or cash collateral in respect thereof to be demanded; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(Be) shall not apply to (x) secured Indebtedness Debt 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 IndebtednessDebt, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderDebt; provided, further, that an “Event of Default” under the ABL Credit Agreement shall not constitute an Event of Default hereunder unless and until (x) the ABL Lenders have actually declared all obligations thereunder to be immediately due and payable in accordance with the terms of the ABL Credit Agreement and such failure is unremedied and is declaration has not waived been rescinded by the holders ABL Lenders on or before such date or (y) the Borrower has failed 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 such Indebtednessthe ABL Facility; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and intercompany Indebtedness) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less more than the Threshold Amount, $100,000,000 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale or transfer is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness or (y) events of default, termination events or any Indebtedness permitted to exist or be incurred other similar event under the terms documents governing Swap Contracts for so long as such event of this Agreement that is required to be repurchaseddefault, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow termination event or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay similar event does not result in the absence occurrence of an early termination date or any acceleration or prepayment of any default amounts or other Indebtedness payable thereunder; provided, further, that such failure is unremedied and is not validly waived by the holders of such IndebtednessIndebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold 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 obligations pursuant to Hedging ObligationsAgreements, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not Agreements having as a result of any default thereunder by any Loan Partythe then current “unwind” or termination amount exceeding the Threshold Amount), the effect of which default or other event is to cause, or, after the expiration of any applicable grace or cure period therefor, to permit the holder or holders of such Indebtedness (or 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause preceding subclause (e)(Bii) shall not apply to (x1) 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 or (y2) Indebtedness that upon the happening of any Indebtedness permitted to exist such default or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed event automatically converts into Capital Stock (or as to which an offer to repurchase, prepay, defease or redeem is required to be madeother than Disqualified Stock) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow Borrower or other customary provision any Parent Company in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderaccordance with its terms; provided, further, that (x) such failure is unremedied and is not validly waived by the holders of such IndebtednessIndebtedness in accordance with the terms of the documents governing such Indebtedness prior to any acceleration of the Loans pursuant to Section 7.02 and (y) that no such event under the ABL Credit Agreement shall constitute an Event of Default under this subclause (ii) until the acceleration of Indebtedness under the ABL Credit Agreement; or

Cross-Default. Any Covenant Entity or any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or with respect to any Swap Contract, having a Swap Termination Value) in the aggregate with all other Indebtedness as to which such a failure shall exist) excess of not less than the Threshold AmountAmount (except in respect of the Obligations, which are addressed in clause (a) above and in respect of the VIE Obligations, which are addressed in clause (n) below), 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap Contracts), the effect of which default or other event is to cause, or to permit the 154 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, with the giving of notice if required, all such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; or

Cross-Default. Any (i) any Loan Party or any Restricted Subsidiary thereof (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise), and such failure shall continue beyond the expiration of all applicable grace and cure periods and has not otherwise been waived, regardless of amount, in respect of any Indebtedness or Guarantee (other than in respect of (x) Indebtedness hereunderoutstanding under the Loan Documents and (y) Swap Contracts) under any Term Credit Facility, the Note Indenture and other Indebtedness having an outstanding aggregate outstanding principal amount (individually including amounts owing to all creditors under any combined or in the aggregate with all other Indebtedness as to which such a failure shall existsyndicated credit arrangement) of not less more than the Threshold Amount, or (B) fails to perform or observe or perform any other agreement condition or condition relating to any covenant and such Indebtednessfailure continues beyond the expiation of all applicable grace and cure periods, or any other event occurs (other thanshall occur or condition shall exist, with respect under any agreement or instrument relating to any such Indebtedness consisting of Hedging Obligationsor Guarantee, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), if the effect of which default such failure, event or other event condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness or 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 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, declared to be due and payable prior to its stated maturity; provided that , or such failure is unremedied and is not waived Guarantee to become payable, or cash collateral in respect thereof to be demanded or (C) shall be required by the holders terms of such Indebtedness or Guarantee to offer to prepay or repurchase such Indebtedness or the primary Indebtedness underlying such Guarantee (or any portion thereof) prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02stated maturity thereof; provided, furtherthat, that this clause (e)(BC) shall not apply to (x) secured Indebtedness that becomes due solely as a result of the voluntary sale disposition of assets or transfer a charge of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for control so long as such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; repaid when due or

Cross-Default. Any Loan Party Parent, the Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of any default thereunder by any Loan Partycontrol 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 or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that (x) this clause (e)(B) shall not apply to (x) 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) any Indebtedness permitted 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 exist or be incurred under immediately due and payable in accordance with the terms of this the ABL Credit Agreement that is required to be repurchased, prepaid, defeased and such declaration has not been rescinded by the ABL Lenders on or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in before such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderdate; 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 Holdings or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace period, if any, required to be made (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness to become 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(Be)(ii) shall not apply to (x) secured Indebtedness that becomes due or as to which an offer to prepay is required to be made 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 Indebtedness, or (y) any Indebtedness permitted to exist or be incurred Incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below8.01(k)), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; or

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond of its Subsidiaries shall default in the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, observance or otherwise, in respect performance of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amountagreement, or (B) fails to observe or perform any other agreement covenant or condition relating to any such IndebtednessIndebtedness in an outstanding principal amount equal to or greater than U.S.$50.0 million, individually or in the aggregate, or contained in any agreement or instrument evidencing, securing, governing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events shall occur or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice if required, any 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 maturitymaturity and such default shall continue unremedied beyond the applicable period of grace set forth in the documents evidencing such Indebtedness; or any such Indebtedness in an outstanding principal amount equal to or greater than U.S.$50.0 million, individually or in the aggregate, of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that (x) such failure default is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that 8.2 and (y) this clause (e)(Be) shall not apply to (xi) secured Indebtedness that becomes due as a result of the voluntary sale Disposition (including as a result of a casualty or transfer condemnation event) of the property or assets securing such Indebtedness, if such sale (ii) Guarantees of Indebtedness that are satisfied promptly on demand or transfer is permitted hereunder and under the documents providing for such (iii) with respect to Indebtedness and (y) any Indebtedness permitted to exist or be incurred under any Swap Contract, termination events or equivalent events pursuant to the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to the relevant Swap Contract which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting are not the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence result of any default thereunderthereunder by the Borrower or any of its Subsidiaries; provided, further, that such failure is unremedied and is not waived by the holders threshold referred to in this clause (e) shall automatically increase to U.S.$100.0 million in the event that the Borrower certifies in the Compliance Certificate delivered pursuant to Section 6.2(a) that 75% or more of such Indebtednessthe Borrower’s Consolidated Debt has a corresponding threshold of U.S.$100.0 million or more; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness Indebtedness; and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that no such failure is unremedied and is not waived by event under any Senior Priority Debt Facility (as defined in the holders First Lien/Second Lien Intercreditor Agreement) shall constitute an Event of Default under this clause (e) until the acceleration of the Indebtedness under such IndebtednessSenior Priority Debt Facility; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of any default thereunder by any Loan Partycontrol 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 or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due (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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; 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 of its Restricted Subsidiary Subsidiaries shall (Ai) fails to make default in (x) any payment of principal of or interest on any Indebtedness (excluding the Revolving Facility Obligations) in excess of the Threshold Amount or (y) in the payment of any Guarantee Obligation in excess of the Threshold Amount, beyond the applicable grace periodperiod of grace, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or provided in the aggregate with all other Indebtedness as to instrument or agreement under which such a failure shall existIndebtedness or Guarantee Obligation was created; (ii) default in the observance or performance of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any Indebtedness (excluding the Revolving Facility Obligations) or Guarantee Obligation referred to in clause (i) above or contained in any instrument or agreement evidencing, securing or relating thereto (other than a failure to provide notice of a default or an event of default under such Indebtednessinstrument or agreement or default in the observance of or compliance with any financial maintenance covenant), or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events shall occur or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice or lapse of time 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 maturitymaturity or such Guarantee Obligation to become payable (an “Acceleration”; provided that and the term “Accelerated” shall have a correlative meaning), and such failure is unremedied time shall have lapsed and, if any notice (a “Default Notice”) shall be required to commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given and is such default shall not have been remedied or waived by the holders or on behalf of such Indebtedness prior to any termination of the Commitments holder or acceleration of the Loans pursuant to Section 8.02; provided, further, holders (provided that this clause (e)(Bii) 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 such Indebtedness and or (y) any Indebtedness permitted termination event or similar event pursuant to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased any Hedge Agreement) or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be madeiii) in connection the case of any Indebtedness or Guarantee Obligations referred to in clause (i) above containing or otherwise requiring observance or compliance with any asset sale eventfinancial maintenance covenant, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to or Guarantee Obligation shall have been Accelerated and such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is Acceleration shall not waived by the holders of such Indebtednesshave been rescinded; or

Cross-Default. Any Loan Party (i) the Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or condition relating to any such Indebtedness, instrument evidencing or governing Indebtedness having an aggregate principal amount in excess of $40,000,000 or any other event occurs (other thanshall occur, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), if the effect of which default any such failure or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee on its or agent on their behalf of such holder or holders or beneficiary or beneficiaries) to cause, (with the giving of notice if required, required and after the expiration of all grace periods applicable thereto) to cause such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(Be) shall not apply to (xA) any failure or event that has been waived by the holder or holders, or a trustee on its or their behalf, of such Indebtedness or cured or (B) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (ii) the Borrower or any Subsidiary shall fail to observe or perform any term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing Indebtedness having an aggregate principal amount in excess of $40,000,000 or any other event shall occur, if the effect of any such failure or event is to cause such Indebtedness to become due prior to its stated maturity (as such maturity date may be extended), or the Borrower or any Subsidiary shall fail to repay the principal amount of any such Indebtedness at its stated maturity; provided that this clause (e) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer is permitted hereunder and under of the documents providing for property or assets securing such Indebtedness and or (yiii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any Indebtedness permitted to exist or be incurred event of default under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or 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 offer to repurchaseAffected Party (as so defined) and, prepay, defease or redeem is required to be made) in connection with any asset sale either event, casualty the Swap Termination Value owed by the Borrower or condemnation event, change of control (without limiting the rights such Subsidiary as a result thereof is greater than $40,000,000; provided that neither a voluntary prepayment or payment in full of the Agents and obligations under a Swap Contract upon the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is maturity thereof shall not waived by the holders of such Indebtednessbe considered a Termination Event; or

Cross-Default. Any Loan Party (x) Other than with respect to any Senior Debt, the Parent, Holdings, the Borrower or any of their respective Restricted Subsidiary Subsidiaries shall, (Ai) fails to make default in making any payment of any principal of any Material Indebtedness (excluding the Term Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the applicable grace periodperiod of grace, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or provided in the aggregate with all other Indebtedness as to instrument or agreement under which such a failure shall exist) of not less than the Threshold Amount, Indebtedness was created; or (Biii) fails to observe default in the observance or perform performance of any other agreement or condition relating to any such IndebtednessIndebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)shall occur, the effect of which payment or other default or other event of default described in clauses (i), (ii) or (iii) of this paragraph (e) is to cause, or to permit the holder or holders beneficiary of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchasedbecome subject to a mandatory offer to purchase by the obligor thereunder or to become payable and such Indebtedness does become due, prepaid, defeased become subject to a mandatory offer to purchase or redeemed (automatically or otherwise)become payable, or an offer (y) with respect to repurchaseany Senior Debt, prepayany default shall occur under the terms applicable to such Senior Debt resulting in acceleration of the maturity of such Senior Debt or result in the holder or holders thereof, defease or redeem any trustee or agent for such Indebtedness holder or holders, to be made, cause such Senior Debt to become due and payable prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause paragraph (e)(Be) shall not apply to (xA) secured Indebtedness that becomes due as a result of the voluntary sale sale, transfer, destruction or transfer other disposition of the property Property or assets securing such Indebtedness, Indebtedness if such sale sale, transfer, destruction or transfer other disposition is permitted not prohibited hereunder and under the documents providing for such Indebtedness and or (yB) any Indebtedness Guarantee Obligations except to the extent such Guarantee Obligations shall become due and payable by any Loan Party and remain unpaid after any applicable grace period or period permitted to exist or be incurred under following demand for the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednesspayment thereof; or

Cross-Default. Any Loan Party The Parent, Holdings, the Borrower or any of their respective Restricted Subsidiary Subsidiaries shall (Ai) fails to make default in making any payment of any principal of any Material Indebtedness (excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the applicable grace periodperiod of grace, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or provided in the aggregate with all other Indebtedness as to instrument or agreement under which such a failure shall exist) of not less than the Threshold Amount, Indebtedness was created; or (Biii) fails to observe default in the observance or perform performance of any other agreement or condition relating to any such IndebtednessIndebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)shall occur, the effect of which payment or other default or other event of default described in clauses (i), (ii) or (iii) of this paragraph (e) is to cause, or to permit the holder or holders beneficiary of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesbeneficiary) 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 maturitymaturity or to become subject to a mandatory offer to purchase by the obligor thereunder or to become payable; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause paragraph (e)(Be) shall not apply to (xA) secured Indebtedness that becomes due as a result of the voluntary sale sale, transfer, destruction or transfer other disposition of the property Property or assets securing such Indebtedness, Indebtedness if such sale sale, transfer, destruction or transfer other disposition is not prohibited hereunder or (B) any Guarantee Obligations except to the extent such Guarantee Obligations shall become due and payable by any Loan Party and remain unpaid after any applicable grace period or period permitted hereunder and following demand for the payment thereof; provided further that no such event under the documents providing for Term Facility shall constitute an Event of Default under this paragraph (e) (other than an event of default thereunder which constitutes an independent Event of Default under this Agreement without regard to the provisions of the Term Facility) until the earliest to occur of (x) the date that is sixty (60) days after such Indebtedness and event or circumstance (but only if such event or circumstance has not been waived or cured), (y) any the acceleration of the Indebtedness permitted to exist or be incurred under the terms Term Facility and (z) the Exercise of this Agreement that is required to be repurchased, prepaid, defeased or redeemed Secured Creditor Remedies (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay defined in the absence Intercreditor Agreement) by the Term Agent in respect of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such IndebtednessCollateral; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunderhereunder or under any other Loan Document) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to Indebtedness that becomes subject to a mandatory prepayment or mandatory offer to purchase or redeem as a result of (x) the voluntary sale or transfer of property or assets, if such sale or transfer is permitted hereunder, (y) any casualty or condemnation event, in each case in an amount not to exceed the net cash proceeds attributable to such sale, transfer or casualty or condemnation event (as applicable) or (z) any Convertible Notes and/or any Amortizing Notes that become subject to a mandatory prepayment or mandatory offer to purchase or redeem (or the occurrence of any event that permits such mandatory prepayment or mandatory offer to purchase or redeem) unless such mandatory prepayment or mandatory offer to purchase or redeem results from a default thereunder or an event of the type that constitutes an Event of Default; 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 Commitments, acceleration of the Loans or the exercise of other remedies pursuant to Section 8.02; provided, further, that no Event of Default with respect to this clause (e)(Be) shall not apply to (x) secured Indebtedness that becomes due as a result in respect of the voluntary sale Revolving Credit Agreement unless and until the holder or transfer holders of the property Revolving Credit Agreement (or assets securing the Revolving Agent on behalf of such Indebtednessholder or holders or beneficiary or beneficiaries) cause, with the giving of notice if such sale or transfer is permitted hereunder and under the documents providing for required, such Indebtedness and (y) any Indebtedness permitted in respect of the Revolving Credit Agreement to exist become due or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (automatically or as to which otherwise), or an offer to repurchase, prepay, defease or redeem is required such Indebtedness to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise prior to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednessits stated maturity; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts 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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that (I) this clause (e)(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 such sale or transfer is permitted hereunder and (II) no such event under the documents providing for such Indebtedness and any Senior Facility (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay defined in the absence Second Lien Intercreditor Agreement) (other than the failure to pay any outstanding principal amount when due at the final scheduled maturity of any default thereundersuch Senior 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 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, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure 110 shall exist) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness (other than any such Indebtedness in respect of the CF Facilities), or any other event occurs (other than with respect to any such Indebtedness in respect of the CF Facilities and other than, with respect to Indebtedness consisting of Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderhereunder; provided, further, provided further that such failure is unremedied and is not waived by the holders of such IndebtednessIndebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02 or (C) fails to observe or perform any other agreement or condition relating to any Indebtedness in respect of the CF Facilities, or any other event occurs with respect to the CF Facilities, and either (i) the holder or holders of such Indebtedness (or the CF Administrative Agent on behalf of such holder or holders) cause such Indebtedness to become due (automatically or otherwise) prior to its stated maturity or (ii) such failure has not been cured or waived within 60 days; or

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary of the Borrower (Aa) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, Amount or (Bb) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by the Borrower or any Loan PartyRestricted Subsidiary of the Borrower), the effect of which default or other event is to cause, or to permit the holder or holders of such 240 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 an offer to repurchase, prepay, defease or redeem all of such Indebtedness to be made, prior to its stated maturity; provided that (i) any such failure under clauses (a) or (b) above (x) shall only constitute an Event of Default hereunder if 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; provided8.02 and (y) for the avoidance of doubt, furthershall not result in a Default or Event of Default hereunder while any notice period or grace period, that if applicable to such failure remains in effect and (ii) this clause (e)(B5) 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 such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; or

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary (Aa) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (Bb) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by the Borrower or any Loan PartyRestricted 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 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 all of such Indebtedness to be made, prior to its stated maturity; provided that (A) such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that (B) this clause (e)(B5)(b) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale sale, transfer or transfer other disposition of the property or assets securing such IndebtednessIndebtedness (including, without limitation, as a result of a Casualty Event), if such sale sale, transfer or transfer other disposition is permitted hereunder and under the documents providing for such Indebtedness and (yC) any this clause (5)(b) shall not apply to Indebtedness permitted to exist or be incurred under the terms of this Agreement that which is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) convertible into Equity Interests and converts into Equity Interests in connection accordance with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednessits terms; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any principal payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and intercompany Indebtedness) having an aggregate outstanding principal amount (individually equal to or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less greater than the Threshold Amount, Amount or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any 192 other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause 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 Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any Indebtedness permitted to exist or be incurred other similar event under the terms documents governing Swap Contracts for so long as such event of this Agreement default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that is required to be repurchasedupon the happening of any such default or event automatically converts into Equity Interests (other than Disqualified Stock or, prepaidin the case of a Restricted Subsidiary, defeased Disqualified Stock or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be madePreferred Stock) in connection accordance with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderits terms; provided, provided further, that such failure is unremedied and is not validly waived by the holders of such IndebtednessIndebtedness 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 Credit Party, any Subsidiary of any Credit Party or any Restricted Subsidiary (Ai) fails to make any payment beyond in respect of any Indebtedness (other than the applicable grace period, if any, Obligations) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the US Dollar Equivalent of $3,500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or if any, specified in the aggregate with all other Indebtedness as to which document relating thereto on the date of such a failure shall exist) 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, in either case of clause (i) or any other event occurs clause (other thanii) above, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), 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 an offer to repurchase, prepay, defease or redeem cause such Indebtedness to be made, declared to be due and payable prior to its stated maturitymaturity (without regard to any subordination terms with respect thereto); provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior that, with respect to any termination default under the Secured Note Documents resulting from any action or omission by any Excluded Subsidiary, such default shall result in an Event of Default under this Agreement only to the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, extent that this clause (e)(B) shall not apply to (x) secured the Secured Note Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived accelerated by the holders of such Indebtedness, or (y) the holders of the Secured Note Indebtedness deliver a Subordinated Debt Default Notice (as defined in the Intercreditor Agreement) to the Agent that triggers the commencement of the applicable period described in Section 2.4 of the Intercreditor Agreement; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold 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 obligations pursuant to Hedging ObligationsAgreements, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not Agreements having as a result of any default thereunder by any Loan Partythe then current “unwind” or termination amount exceeding the Threshold Amount), the effect of which default or other event is to cause, or, after the expiration of any applicable grace or cure period therefor, to permit the holder or holders of such Indebtedness (or 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause preceding subclause (e)(Bii) shall not apply to (x1) 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 or (y2) Indebtedness that upon the happening of any Indebtedness permitted to exist such default or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed event automatically converts into Capital Stock (or as to which an offer to repurchase, prepay, defease or redeem is required to be madeother than Disqualified Stock) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow Borrower or other customary provision any Parent Company in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderaccordance with its terms; provided, further, that such failure is unremedied and is not validly waived by the holders of such IndebtednessIndebtedness in accordance with the terms of the documents governing such Indebtedness prior to any acceleration of the Loans pursuant to Section 7.02; or

Cross-Default. Any Loan Party (i) the Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or condition relating to any such Indebtedness, instrument evidencing or governing Indebtedness having an aggregate principal amount in excess of $40,000,000 or any other event occurs (other thanshall occur, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), if the effect of which default any such failure or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee on its or agent on their behalf of such holder or holders or beneficiary or beneficiaries) to cause, (with the giving of notice if required, required and after the expiration of all grace periods applicable thereto) to cause such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(Be) shall not apply to (xA) any failure or event that has been waived by the holder or holders, or a trustee on its or their behalf, of such Indebtedness or cured or (B) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (ii) the Borrower or any Subsidiary shall fail to observe or perform any term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing Indebtedness having an aggregate principal amount in excess of $40,000,000 or any other event shall occur, if the effect of any such failure or event is to cause such Indebtedness to become due prior to its stated maturity (as such maturity date may be extended), or the Borrower or any Subsidiary shall fail to repay the principal amount of any such Indebtedness at its stated maturity; provided that this clause (e) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer is permitted hereunder of the property or assets securing such Indebtedness; or (iii) there exists an “Event of Default” under (and as defined in) the Revolving Credit Agreement; or (iv) there occurs under the documents providing for any Swap Contract an Early Termination Date (as defined in such Indebtedness and Swap Contract) resulting from (yA) any Indebtedness permitted to exist or be incurred event of default under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or 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 offer to repurchaseAffected Party (as so defined) and, prepay, defease or redeem is required to be made) in connection with any asset sale either event, casualty the Swap Termination Value owed by the Borrower or condemnation event, change of control (without limiting the rights such Subsidiary as a result thereof is greater than $40,000,000; provided that neither a voluntary prepayment or payment in full of the Agents and obligations under a Swap Contract upon the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednessmaturity thereof shall be considered a Termination Event; or

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, 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such by a failure shall exist) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Partyregularly 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)defeased, 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 maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02maturity thereof; provided, furtherhowever, that this none of the following shall constitute an Event of Default under clause (e)(Br)(ii) shall not apply to above: (xA) 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 such sale or transfer is permitted hereunder (B) mandatory prepayment requirements arising from the receipt of net cash proceeds from debt, dispositions (including casualty losses, governmental takings and under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 belowother involuntary dispositions), equity issuances or excess cash flow or (C) any voluntary prepayment, redemption or other customary provision satisfaction of debt that becomes mandatory in accordance with the terms of such Indebtedness giving rise debt solely as the result of the delivery of a prepayment, redemption or similar notice with respect to such requirement to offer prepayment, redemption or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; orother satisfaction.

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and intercompany Indebtedness) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale or transfer is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness or (y) events of default, termination events or any Indebtedness permitted to exist or be incurred other similar event under the terms documents governing Swap Contracts for so long as such event of this Agreement that is required to be repurchaseddefault, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow termination event or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay similar event does not result in the absence occurrence of an early termination date or any acceleration or prepayment of any default amounts or other Indebtedness payable thereunder; provided, further, that such failure is unremedied and is not validly waived by the holders of such IndebtednessIndebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (or, with respect to clauses (A)(y) and (B)(y) only, Parent or any of its Subsidiaries) (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderthe Obligations, the Senior Obligations and intercompany Indebtedness) having an aggregate outstanding principal amount (individually equal to or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less greater than the Threshold Amount, $5,000,000 or (B) fails to observe or perform any other agreement or condition, or any event or condition occurs that results, in each case relating to any such Indebtedness, or any other event occurs Indebtedness (other than, with respect to Indebtedness consisting of Hedging than the Obligations, termination events or equivalent events pursuant to the terms of such Hedging Senior Obligations and not as a result of any default thereunder by any Loan Party), intercompany Indebtedness) having an aggregate outstanding principal amount equal to or greater than $5,000,000 the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its stated maturityStated Maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale or transfer is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any Indebtedness permitted to exist or be incurred other similar event under the terms documents governing Swap Contracts for so long as such event of this Agreement default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that is required to be repurchasedupon the happening of any such default or event automatically converts into Equity Interests (other than Disqualified Stock or, prepaidin the case of a Restricted Subsidiary, defeased Disqualified Stock or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be madePreferred Stock) in connection accordance with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderits terms; provided, provided further, that such failure is unremedied and is not validly waived by the holders of such IndebtednessIndebtedness 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 periodperiod with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than (I) the ABL Facility, which shall be governed solely by clause (iii) hereof or (II) Indebtedness hereunder) having an outstanding aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 (I) the ABL Facility, which shall be governed solely by clause (iii) hereof or (II) Indebtedness consisting of Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (B) shall not apply to Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (i) this clause (e) shall not apply if such failure is unremedied and is not remedied or waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; providedthis Article VIII, further, that (ii) any event or condition set forth under this clause (e)(Be) shall not apply to (x) secured Indebtedness that becomes due as a result not, until the expiration of any applicable grace period or the delivery of notice for the acceleration 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 underlying Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived 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 ABL Facility to be immediately due and payable and all outstanding commitments under the ABL Facility to be immediately terminated, and such declaration has not been rescinded on or before such date; or

Cross-Default. Any Loan Party (i) The Company or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount (individually including undrawn committed or in the aggregate with available amounts and including amounts owing to all other Indebtedness as to which such a failure shall existcreditors 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 contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with cause (after the giving expiration of notice if required, any applicable cure period) such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased repurchased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, ) prior to its stated maturity; maturity (provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(BB) shall not apply to (x1) secured Indebtedness that becomes due as a result of the voluntary sale a Disposition, condemnation, insured loss or transfer of similar event relating to the property or assets securing such Indebtedness, if in each case not prohibited by this Agreement, (2) any customary offer to repurchase provisions upon an asset sale permitted hereunder, (3) customary debt and equity proceeds prepayment requirements contained in any bridge or other interim credit facility to the extent permitted hereunder, (4) Indebtedness of any Person assumed by the Company and its Subsidiaries in connection with the Acquisition of such sale or transfer is permitted hereunder and under Person to the documents providing for extent that such Indebtedness and is repaid as required by the terms thereof as a result of such Acquisition, (y5) the redemption of any Indebtedness incurred to finance any Acquisition pursuant to any special mandatory redemption feature that is triggered as a result of the failure of such Acquisition to occur, or (6) Indebtedness under any Swap Contract); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any Indebtedness permitted to exist or be incurred event of default under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or 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 offer to repurchaseAffected Party (as so defined) and, prepay, defease or redeem is required to be made) in connection with any asset sale either event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived Swap Termination Value owed by the holders of Company or such IndebtednessSubsidiary as a result thereof is greater than the Threshold Amount; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and intercompany Indebtedness) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)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 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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this (i) clause (e)(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 such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and or (yii) clause (e) shall not apply to any Indebtedness permitted to exist if the sole remedy or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights option of the Agents and holder thereof in the Lenders under Section 8.02 below), excess cash flow or other customary provision in event of the non-payment of such Indebtedness giving rise or the non-payment or nonperformance of obligations related thereto is to elect, in each case, to convert such requirement Indebtedness into Qualified Equity Interests of the Borrower or any direct or indirect parent thereof and cash in lieu of fractional shares or to offer cause any Loan Party or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednessits Affiliates to effect a liquidity event or sale process; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness to become 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, provided further that such failure is unremedied and is not waived by the holders of such Indebtedness; provided that no such event under the Term Facility (other than a payment default or any default relating to insolvency or any proceeding under any Debtor Relief Law) shall constitute an Event of Default under this Section 8.01(e) until the earliest to occur of (x) the date that is thirty (30) days after such event or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the Indebtedness under the Term Facility and (z) the exercise of any remedies by the Term Facility Administrative Agent or collateral agent or any lenders under the Term Facility in respect of any Collateral; 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 applicable grace perioddocuments (the “Other Loan Documents”) under which any Other Material Indebtedness is created or incurred, if any, whether by scheduled maturity, required prepayment, acceleration, demandshall prove to be false or misleading in any material respect (each an “Other Indebtedness Misrepresentation Default”), or otherwise, any default shall occur in respect of the performance of any Indebtedness covenant, agreement or obligation of the Borrower under the Bond Documents or Other Loan Documents (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or 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 specified in the aggregate with all other Indebtedness Bond Documents or the Other Loan Documents (as to which such a failure shall existthe case may be) 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 Covenant Default”), if the effect of Hedging Obligations, termination events such Other‌ Indebtedness Misrepresentation Default or equivalent events pursuant Other Indebtedness Covenant Default shall be to permit the immediate acceleration (not including any indirect acceleration of the maturity thereof (1) through reimbursement obligations to the terms provider of such Hedging Obligations and not a Credit Facility occurring as a result of any default thereunder by any Loan Party), the effect of which default a mandatory tender for purchase thereof 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 beneficiaries2) 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale revised amortization requirements and/or increased interest rates following an optional or transfer mandatory tender for purchase thereof) of the property maturity of any or assets securing all of the Senior Obligations or the Other Material Indebtedness (as the case may be), and, in the case of any such IndebtednessOther Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default, if such sale the Borrower shall have failed to cure Other Indebtedness Misrepresentation Default or transfer is permitted hereunder and under the documents providing for such Other Indebtedness and (y) any Indebtedness permitted Covenant Default or to exist or be incurred under obtain an effective written waiver thereof in accordance with the terms of this Agreement that is required to be repurchased, prepaid, defeased the Senior Obligations or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Other Material Indebtedness; or.

Cross-Default. Any Loan Party (i) The Parent Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Material Indebtedness and such failure continues for a period in excess of any applicable grace period provided therein; (other than Indebtedness hereunderii) having an aggregate outstanding principal amount (individually the Parent Borrower or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) any Subsidiary fails to observe or perform 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 (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of and such Hedging Obligations and not as failure continues for a result period in excess of any default thereunder by any Loan Partyapplicable grace period provided therein), the effect of which default or other event is to cause, or to permit the holder or holders of such Material 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 Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity; provided that this clause (e) shall not apply to any requirement for conversion of Permitted Convertible Notes (unless such conversion results from any default or event of default by the Parent Borrower or any Subsidiary thereunder or from a “change of control”, “fundamental change” or similar event, however denominated, thereunder) to the extent payment is made on the date when due; or (iii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Parent Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Parent Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Parent Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or (iv) there occurs under any Permitted Bond Hedge Transactions or Permitted Warrant Transactions an early termination resulting from any event of default thereunder as to which the Parent Borrower or any of its Subsidiaries is the Defaulting Party (as defined therein) and the termination value owed by the Parent Borrower or such Subsidiary as a result thereof, taken together, is greater than the Threshold Amount; and, provided further, that any Event of Default under this paragraph shall be immediately cured and no longer continuing (without any action on the part of the Administrative Agent, any Lender or otherwise) as and when any such failure (x) is unremedied and is not waived cured by the Parent Borrower or applicable Subsidiary or (y) is waived in writing (including in the form of amendment) by the requisite holders of such Indebtedness the applicable item of Material Indebtedness, in either case, prior to any termination of the Commitments or acceleration of all the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness9.01; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result of any default thereunder by any Loan Party), the 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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, that such failure is unremedied and is not waived by the holders of such IndebtednessIndebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided that no such event under the ABL Facilities shall constitute an Event of Default under this Section 8.01(e) until the earliest to occur of (x) the date that is thirty (30) days after such event or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the Indebtedness under the ABL Facilities and (z) the exercise of any remedies by the ABL Administrative Agent in respect of any Collateral; or

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary thereof (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwiseotherwise but only after any required notice, the expiration of any permitted grace period or both) in respect of the Existing Senior Notes or any other Indebtedness or Guarantee (other than Indebtedness hereunderhereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount (individually including amounts owing to all creditors under any combined or in the aggregate with all other Indebtedness as to which such a failure shall existsyndicated 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event (but only after any required notice, the expiration of any permitted grace period or both) is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(Be)(i)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and Indebtedness; (yii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any Indebtedness permitted to exist or be incurred event of default under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or such Swap Contract as to which the Borrower or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary thereof is an offer to repurchaseAffected Party (as so defined) and, prepay, defease or redeem is required to be made) in connection with any asset sale either event, casualty the Swap Termination Value owed by the Borrower or condemnation eventsuch Subsidiary as a result thereof is greater than the Threshold Amount; or (iii) there occurs a termination event or event of default under any Permitted Receivables Facility when the amount outstanding (including undrawn committed or available amounts) thereunder exceeds the Threshold Amount, change which termination event or event of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not cured or waived by the holders of such Indebtednesswithin any applicable grace period; or

Cross-Default. Any (i) The Borrower or any other Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Material Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in beyond the aggregate applicable grace period with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amountrespect thereto, or (B) fails to observe or perform 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 (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of any Guarantee thereof (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturitymaturity or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(BB) 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 such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness; provided further that, any failure, breach or default under the ABL Credit Agreement shall not constitute a Default or an Event of Default with respect to any Term Loans unless and until such failure, breach or default results in the lenders under the ABL Credit Agreement (yor the ABL Agent on behalf of such lenders) any accelerating such Indebtedness permitted to exist or be incurred under (and terminating the commitments thereunder) in accordance with the terms of this Agreement that is required to be repurchasedthe ABL Credit Agreement, prepaidwhich demand or acceleration has not been rescinded, defeased or redeemed (or ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of default under such Swap Contract as to which an offer to repurchasea Loan Party or any Restricted Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) and, prepay, defease or redeem is required to be made) in connection with any asset sale such event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived Swap Termination Value owed by the holders of Loan Party or such Indebtedness; orRestricted Subsidiary as a result thereof is greater than $175,000,000;

Cross-Default. Any Loan Party (i) Holdings, the Company or any Restricted Subsidiary shall default in the payment when due (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, demand or otherwise, ) of any amount owing in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding in a principal amount in excess of the Threshold Amount and such default shall continue beyond any applicable grace period; or (individually ii) Holdings, the Company or any Subsidiary shall default in the aggregate performance or observance of any obligation or condition with all other respect to any Indebtedness as to which such in a failure shall exist) principal amount in excess of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, Amount or any other event occurs (other thanshall occur or condition exist, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), if the effect of which default such default, event or other event condition is to cause, accelerate the maturity of any such Indebtedness or to permit the holder or holders of such Indebtedness (thereof, or a any trustee or agent on behalf for such holders, to accelerate the maturity of any such Indebtedness, unless, in each case, waived by such holder or holders holders, or beneficiary or beneficiaries(iii) to cause, with the giving of notice if required, any such Indebtedness to shall become due or be declared to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, due and payable prior to its stated maturity; provided that such failure is unremedied maturity other than as a result of a regularly scheduled payment, and is not waived by the holders principal amount of such Indebtedness prior to any termination of exceeds the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this Threshold Amount (not including under clause (e)(B) shall not apply to (xiii) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or as a result of a casualty event affecting such property or assets); provided that subclauses (ii) and (iii) of this clause (e) shall not apply to (1) any requirement to repurchase or redeem any Material Indebtedness pursuant to any put option exercised by the holder of such Material Indebtedness, if ; provided that such sale put option is exercisable on or transfer is permitted hereunder and under after a date or dates scheduled by the documents providing for such terms of the Material Indebtedness and is not subject to any contingent event or condition or (2) any mandatory redemption, repayment or repurchase event not in the nature of a default (x) that is triggered by receipt of proceeds of a debt incurrence, equity issuance, asset sale, casualty or other proceeds-generating event and is only to the extent of proceeds received or (y) any Indebtedness permitted constituting a “special mandatory redemption” or similar requirement applicable to exist debt securities incurred to finance one or more transactions if such transaction(s) will not be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased consummated or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is are not waived by the holders of such Indebtednessconsummated within a specified timeframe; 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 applicable grace perioddocuments (the “Other Loan Documents”) under which any Other Material Indebtedness is created or incurred, if any, whether by scheduled maturity, required prepayment, acceleration, demandshall prove to be false or misleading in any material respect (each an “Other Indebtedness Misrepresentation Default”), or otherwise, any default shall occur in respect of the performance of any Indebtedness covenant, agreement or obligation of the Borrower under the Bond Documents or Other Loan Documents (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or 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 specified in the aggregate with all other Indebtedness Bond Documents or the Other Loan Documents (as to which such a failure shall existthe case may be) 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 Covenant Default”), if the effect of Hedging Obligations, termination events such Other Indebtedness Misrepresentation Default or equivalent events pursuant Other Indebtedness Covenant Default shall be to permit the immediate acceleration (not including any indirect acceleration of the maturity thereof (1) through reimbursement obligations to the terms provider of such Hedging Obligations and not a Credit Facility occurring as a result of any default thereunder by any Loan Party), the effect of which default a mandatory tender for purchase thereof 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 beneficiaries2) 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale revised amortization requirements and/or increased interest rates following an optional or transfer mandatory tender for purchase thereof) of the property maturity of any or assets securing all of the Senior Obligations or the Other Material Indebtedness (as the case may be), and, in the case of any such IndebtednessOther Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default, if such sale the Borrower shall have failed to cure Other Indebtedness Misrepresentation Default or transfer is permitted hereunder and under the documents providing for such Other Indebtedness and (y) any Indebtedness permitted Covenant Default or to exist or be incurred under obtain an effective written waiver thereof in accordance with the terms of this Agreement that is required to be repurchased, prepaid, defeased the Senior Obligations or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Other Material Indebtedness; or;

Cross-Default. Any Loan Party or any Restricted Subsidiary Group Member (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and, in the case of the Debtors, pre-Petition Date Indebtedness) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition contained in any instrument or agreement evidencing, governing, securing or otherwise relating to any such Indebtedness, or any other event occurs “default” (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)like term) occurs, the effect of which default failure or other event “default” 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, ) prior to its stated maturity; provided that such failure is unremedied and is not waived by maturity (or, in the holders case of any such Indebtedness prior constituting a Guarantee, to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02become payable); provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, that such failure this clause (e) shall not apply in respect of (x) any Indebtedness of any Designated Non-Debtor that becomes due or payable, or is unremedied and is not waived capable of becoming due or payable, prior to its stated maturity, or (y) any non-payment in respect of any Indebtedness by any Designated Non-Debtor, in each case to the holders extent caused by or directly resulting from the institution of any proceeding under any Debtor Relief Law in respect of such IndebtednessDesignated Non-Debtor; or

Cross-Default. Any So long as AMC and its affiliates hold a majority of the Term Loan Party Commitments and the Term Loans then outstanding, a default or breach by Parent Borrower (or any Restricted Subsidiary of its Subsidiaries) under any Investment Transaction Document. THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Parent Borrower by Administrative Agent, (A) fails to make any payment beyond the applicable grace periodTerm Loan Commitments, if any, whether by scheduled maturityof each Lender having such Term Loan Commitments shall immediately terminate; (B) each of the following shall immediately become due and payable, required prepayment, accelerationin each case without presentment, demand, protest or otherwiseother requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Term Loans and all premiums (including the Applicable Prepayment Premium) on the Term Loans, and (II) all other Obligations; and (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents and (D) Administrative Agent may, and may cause Collateral Agent to, exercise all other rights and remedies available to Agents under the Credit Documents, under applicable law or in equity. Upon the Term Loans becoming due and payable under this Section 8.1 (whether automatically or by declaration), such Term Loans shall forthwith mature and the entire unpaid principal amount of such Term Loans, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate, if applicable) and (ii) the Applicable Prepayment Premium determined in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding such principal amount (individually to the full extent permitted by applicable law, if applicable, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. Parent Borrower acknowledges, and the parties hereto agree, that each Lender has the right to maintain its investment in the aggregate with all other Indebtedness Term Loans free from repayment by Parent Borrower (except as to which such a failure shall existherein specifically provided for) and that the provision for payment of not less than an Applicable Prepayment Premium by Parent Borrower in the Threshold Amount, event that the Term Loans are prepaid 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not are accelerated as a result of any default thereunder by any Loan Party), an Event of Default is intended to provide compensation for the effect of which default or other event is to cause, or to permit the holder or holders deprivation of such Indebtedness (or a trustee or agent on behalf of right under 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; orcircumstances.

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), in respect of any Indebtedness (other than Indebtedness hereunderhereunder and Indebtedness owed by any Loan Party to any other Loan Party) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less more than the Threshold Amount, 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)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 or otherwise), 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 such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including any Casualty Event) of the property or assets securing such Indebtedness, if such sale sale, transfer or transfer Disposition is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness or (y) events of default, termination events or any Indebtedness permitted to exist or be incurred other similar event under the terms documents governing Swap Contracts for so long as such event of this Agreement that is required to be repurchaseddefault, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow termination event or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay similar event does not result in the absence occurrence of an early termination date or any acceleration or prepayment of any default amounts or other Indebtedness payable thereunder; provided, further, that such failure is unremedied and is not validly waived by the holders of such IndebtednessIndebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02; or

Cross-Default. Any Loan Party (i) the Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or condition relating to any such Indebtedness, instrument evidencing or governing Indebtedness having an aggregate principal amount in excess of $40,000,000 or any other event occurs (other thanshall occur, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), if the effect of which default any such failure or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee on its or agent on their behalf of such holder or holders or beneficiary or beneficiaries) to cause, (with the giving of notice if required, required and after the expiration of all grace periods applicable thereto) to cause such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(Be) shall not apply to (xA) any failure or event that has been waived by the holder or holders, or a trustee on its or their behalf, of such Indebtedness or cured or (B) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (ii) the Borrower or any Subsidiary shall fail to observe or perform any term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing Indebtedness having an aggregate principal amount in excess of $40,000,000 or any other event shall occur, if the effect of any such failure or event is to cause such Indebtedness to become due prior to its stated maturity (as such maturity date may be extended), or the Borrower or any Subsidiary shall fail to repay the principal amount of any such Indebtedness at its stated maturity; provided that this clause (e) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer is permitted hereunder and under of the documents providing for property or assets securing such Indebtedness and or (yiii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any Indebtedness permitted to exist or be incurred event of default under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or 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 offer to repurchaseAffected Party (as so defined) and, prepay, defease or redeem is required to be made) in connection with any asset sale either event, casualty the Swap Termination Value owed by the Borrower or condemnation event, change of control (without limiting the rights such Subsidiary as a result thereof is greater than $40,000,000; provided that neither a voluntary prepayment or payment in full of the Agents and obligations under a Swap Contract upon the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednessmaturity thereof shall be considered a Termination Event; or

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary Guarantor (Aa) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (Bb) 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 (i) Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by the Borrower or any Loan Partyof its Subsidiaries or (ii) the Super-Priority Revolving Credit Facility (or any Refinancing Indebtedness in respect thereof) to the extent that such failure or event relates to a breach of financial maintenance covenants thereunder unless the lenders thereunder shall have accelerated the obligations thereunder, and terminated all commitments in respect thereof as a result of such breach, in accordance with the terms thereof), 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 an offer to repurchase, prepay, defease or redeem all of such Indebtedness to be made, prior to its stated maturity; provided that (A) such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that 8.02 and (B) this clause (e)(B5)(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 such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; or

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond of its Subsidiaries shall default in the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, observance or otherwise, in respect performance of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amountagreement, or (B) fails to observe or perform any other agreement covenant or condition relating to any such IndebtednessIndebtedness in an outstanding principal amount equal to or greater than U.S.$50.0 million, individually or in the aggregate, or contained in any agreement or instrument evidencing, securing, governing or relating thereto, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events shall occur or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice if required, any 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 maturitymaturity and such default shall continue unremedied beyond the applicable period of grace set forth in the documents evidencing such Indebtedness; or any such Indebtedness in an outstanding principal amount equal to or greater than U.S.$50.0 million, individually or in the aggregate, of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that this clause (e) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such failure Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Contract, termination events or equivalent events pursuant to the terms of the relevant Swap Contract which are not the result of any default thereunder by the Borrower or any of its Subsidiaries; provided, further, that such default is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness8.2; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness for borrowed money hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to to: (xi) 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 Indebtedness; (ii) any event requiring a prepayment or offer to purchase pursuant to customary asset sale or change of control provisions and (yiii) any Indebtedness permitted breach of a financial maintenance covenant under the ABL Facility unless and until, with respect to exist or be incurred this clause (iii), all amounts outstanding under the ABL Facility have been declared immediately due and payable and all outstanding commitments with respect thereto have been immediately terminated, in each case in accordance with the terms of this Agreement the ABL Facility, and such declaration has not been rescinded on or before such date; provided further that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change no event shall the exercise of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived held by the holders of such Indebtedness; the Class D Preferred Units pursuant to Section 5.13(d)(iii) of the Parent LPA constitute an Event of Default under this Section 8.01(e), or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due 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 and 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 as 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 casualty, eminent domain or condemnation event, event or change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to repurchase, prepay, acquire, defease or redeem or offer to repurchase, prepay, defease or prepay redeem such Indebtedness, in each case, in the absence of any default thereunder; 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 (I) (A) fails to make Any Indebtedness of the Borrower or any payment beyond of the applicable grace periodRestricted Subsidiaries in an aggregate principal amount of $5,000,000 or more, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of excluding (i) any Indebtedness owing solely to the Borrower or a Restricted Subsidiary and (other than ii) any Indebtedness hereunder) having an aggregate outstanding principal amount (individually for the deferred purchase price of property or in services owed to the aggregate with all other Indebtedness Person providing such property or services as to which the Borrower or such Restricted Subsidiary has a failure good faith basis to believe is not due and owing and, to the extent then appropriate, is contesting its obligation to pay the same in good faith and by proper proceedings and for which the Borrower or such Borrower’s Restricted Subsidiary has established appropriate reserves (such Indebtedness under clauses (i) and (ii) above herein called “Borrower Excluded Indebtedness”), shall exist(i) become due before stated maturity by the acceleration of the maturity thereof by reason of default or (ii) become due by its terms and shall not less than the Threshold Amount, be promptly paid or extended; or (B) fails to observe any default under any indenture, credit agreement or perform any loan agreement or other agreement or condition relating to instrument under which Indebtedness of the Borrower or any of the Borrower’s Restricted Subsidiaries constituting indebtedness for borrowed money in an aggregate principal amount of $5,000,000 or more is outstanding (other than Borrower Excluded Indebtedness), or by which any such IndebtednessIndebtedness is evidenced, or any other event occurs (other than, with respect to Indebtedness consisting shall have occurred and shall continue for a period of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or time sufficient to permit the holder or holders of any such Indebtedness (or a trustee or agent on behalf of such holder its or holders or beneficiary or beneficiariestheir behalf) to cause, with accelerate the giving of notice if required, such Indebtedness to become due maturity thereof or to be repurchasedenforce any Lien provided for by any such indenture, prepaidagreement or instrument, defeased or redeemed (automatically or otherwise)as the case may be, or an offer to repurchase, prepay, defease or redeem unless such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not default shall have been permanently waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders respective holder of such Indebtedness; or;

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary (A) fails to make of its Subsidiaries shall default any payment beyond the applicable grace periodagreement, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement obligation or condition relating to any such IndebtednessIndebtedness in an outstanding principal amount equal to or greater than US$50.0 million, or its equivalent in other currencies, individually or in the aggregate, or contained in any agreement or instrument evidencing, securing, governing or relating thereto, or any other event occurs shall occur or exist, the effect of which default or other event or condition makes, or to permits the holder or holders of such Indebtedness (or a third party on behalf of said holder or holders) to cause, any such Indebtedness to become due prior to its stated maturity and such default shall continue unremedied within the applicable grace period set forth in the documents evidencing such Indebtedness; or any such Indebtedness in an outstanding principal amount equal to or greater than US$50.0 million or its equivalent in other thancurrencies, individually or in the aggregate, of the Borrower or any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided that this clause (e) shall be applicable with respect to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly when required or (iii) with respect to Indebtedness consisting of Hedging Obligationsincurred under any Swap Contract, termination events or equivalent events pursuant to the terms of such Hedging Obligations and the relevant Swap Contract which are not as a the result of any default thereunder by the Borrower or any Loan Party)of its Subsidiaries; provided, 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02further,; provided, further, that the threshold referred to in this clause (e)(Be) shall not apply automatically increase to (xU.S.$100.0 million in the event that the Borrower certifies in the Compliance Certificate delivered pursuant to Section 6.2(a) secured Indebtedness that becomes due as a result 75% or more of the voluntary sale Borrower’s Consolidated Debt has a corresponding threshold of U.S.$100.0 million 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednessmore; or

Cross-Default. Any Loan Party The Borrower or any Restricted Subsidiary (Aa) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (Bb) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by the Borrower or any Loan PartyRestricted 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 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 all of such Indebtedness to be made, prior to its stated maturity; provided that (A) such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that 8.02 and (B) this clause (e)(B5)(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 such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, that no such event (other than the failure is unremedied and is not waived by to make a principal payment at stated final maturity) under any Senior Priority Debt Facility (as defined in the holders First Lien/Second Lien Intercreditor Agreement) shall constitute a Default or Event of Default under this clause (5) until the Indebtedness under such Senior Priority Debt Facility shall have been accelerated as a result of such Indebtednessevent; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and intercompany Indebtedness) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness, if such sale or transfer is Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness (y) events of default, termination events or any Indebtedness permitted to exist or be incurred other similar event under the terms documents governing Swap Contracts for so long as such event of this Agreement default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that is required to be repurchasedupon the happening of any such default or event automatically converts into Equity Interests (other than Disqualified Equity Interest or, prepaidin the case of the Borrowers or a Restricted Subsidiary, defeased Disqualified Equity Interest or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be madepreferred stock) in connection accordance with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderits terms; provided, further, that such failure is unremedied and is not validly waived by the holders of such IndebtednessIndebtedness 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 Significant Subsidiary thereof (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually Material Indebtedness, beyond any period of grace or cure, if any, provided in the aggregate with all other Indebtedness as to instrument or agreement under which such a failure shall exist) of not less than the Threshold AmountMaterial Indebtedness was 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 Hedging Obligationsthe 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 of such Hedging Obligations and not Financial Covenant Facilities to be terminated, in each case in accordance with this Agreement as a result of such breach, and such declaration has not been rescinded (any default thereunder by any Loan Partysuch 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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity; provided that maturity (any applicable grace or cure periods having expired), or such failure is unremedied Guarantee to become payable or cash collateral in respect thereof to be demanded (other than by (A) 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 is not waived insurance proceeds, (D) mandatory payments due by reason of, and in an amount required to, eliminate the holders effect of such currency fluctuations, (E) the conversion of any Permitted Convertible Indebtedness prior to any termination into cash, shares of the Commitments Borrower’s common stock or acceleration any combination thereof in accordance with terms of the Loans pursuant to Section 8.02; provided, further, that this clause indenture governing such Permitted Convertible Indebtedness or (e)(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 such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (yF) any special mandatory redemption of Material Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale 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, casualty the Swap Termination Value owed by such Loan Party or condemnation event, change of control (without limiting such Significant Subsidiary as a result thereof is greater than the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such IndebtednessThreshold Amount; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, that such failure is unremedied and is not waived by the holders of such IndebtednessIndebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided that no such event under the ABL Facility shall constitute an Event of Default under this Section 8.01(e) until the earliest to occur of (x) the date that is thirty (30) days after such event or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the Indebtedness under the ABL Facility and (z) the exercise of any remedies by the ABL Administrative Agent in respect of any Collateral; or

Cross-Default. (i) Any Loan Party or any Restricted Material Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunderhereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount (individually including undrawn committed or in the aggregate with available amounts and including amounts owing to all other Indebtedness as to which such a failure shall existcreditors under any combined or syndicated credit arrangement) of not less more than the Threshold AmountAmount in respect of Recourse Debt or $50,000,000 in respect of Non- Recourse Debt, 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that , or such failure is unremedied and is not waived by the holders of such Indebtedness prior Guarantee to any termination of the Commitments become payable or acceleration of the Loans pursuant cash collateral in respect thereof to Section 8.02be demanded; provided, furthernotwithstanding the foregoing and for the avoidance of doubt, that no Default or Event of Default shall have occurred under this clause (e)(B) shall not apply Agreement until the giving of any required notice and the expiration of any applicable grace period contained in any agreement, condition or instrument relating 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 any such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such IndebtednessGuarantee; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary Group Member (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition contained in any instrument or agreement evidencing, governing, securing or otherwise relating to any such Indebtedness, or any other event occurs “default” (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)like term) occurs, the effect of which default failure or other event “default” 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, ) prior to its stated maturity; provided that such failure is unremedied and is not waived by maturity (or, in the holders case of any such Indebtedness prior constituting a guarantee, to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02become payable); provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, that such failure this clause (e) shall not apply in respect of (x) any Indebtedness of any Designated Non-Debtor that becomes due or payable, or is unremedied and is not waived capable of becoming due or payable, prior to its stated maturity, or (y) any non-payment in respect of any Indebtedness by any Designated Non-Debtor, in each case to the holders extent caused by or directly resulting from the institution of any proceeding under any Debtor Relief Law in respect of such IndebtednessDesignated Non-Debtor; or (ii) any “Event of Default” shall have occurred and be continuing under, and as defined in, the Existing Credit Agreement, the Secured Credit Facility or the Senior Notes Indenture; or

Cross-Default. Any Covenant Entity or any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or with respect to any Swap Contract, having a Swap Termination Value) in the aggregate with all other Indebtedness as to which such a failure shall exist) excess of not less than the Threshold AmountAmount (except in respect of the Obligations, which are addressed in clause (a) above and in respect of the VIE Obligations, which are addressed in clause (n) below), 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap 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 145 or beneficiary or beneficiaries) to cause, after giving effect to any grace period, with the giving of notice if required, all such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; 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 periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Material Indebtedness (including Other Liabilities to the extent constituting Indebtedness but excluding other than Indebtedness hereunderObligations) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessMaterial Indebtedness beyond the applicable grace period with respect thereto, or any other event occurs (other than, than with respect to Indebtedness consisting of Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and Swap Contracts unless any payment required thereby is not as a result of any default thereunder by any Loan Partymade beyond the applicable grace period with respect thereto, if any), 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 the applicable grace period with respect thereto, 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 Material Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder hereunder, and further, provided, that the occurrence of any event of default under the documents providing for such Indebtedness and (y) Term Loan Agreement by virtue of the breach of any Indebtedness permitted financial maintenance covenant from time to exist or be incurred time in effect under the terms of Term Loan Agreement and not contained in this Agreement that is required to be repurchased, prepaid, defeased or redeemed shall not constitute an Event of Default until the earliest of (or as to x) 60 days after the date of such breach (during which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in period such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and breach is not waived by the holders lenders under the Term Loan Agreement or such breach is not cured), (y) the acceleration of the obligations under the Term Loan Agreement, or (z) the commencement of the Exercise of Any Secured Creditor Remedies (as defined in the Intercreditor Agreement as in effect on the Original Closing Date) by the agent and/or the lenders under the Term Loan Agreement as a result of such Indebtednessbreach; 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 applicable grace perioddocuments (the “Other Loan Documents”) under which any Other Material Indebtedness is created or incurred, if any, whether by scheduled maturity, required prepayment, acceleration, demandshall prove to be false or misleading in any material respect (each an “Other Indebtedness Misrepresentation Default”), or otherwise, any default shall occur in respect of the performance of any Indebtedness covenant, agreement or obligation of the Borrower under the Bond Documents or Other Loan Documents (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or 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 specified in the aggregate with all other Indebtedness Bond Documents or the Other Loan Documents (as to which such a failure shall existthe case may be) 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 Covenant Default”), if the effect of Hedging Obligations, termination events such Other Indebtedness Misrepresentation Default or equivalent events pursuant Other Indebtedness Covenant Default shall be to permit the immediate acceleration (not including any indirect acceleration of the maturity thereof (1) through reimbursement obligations to the terms provider of such Hedging Obligations and not a Credit Facility occurring as a result of any default thereunder by any Loan Party), the effect of which default a mandatory tender for purchase thereof 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 beneficiaries2) 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale revised amortization requirements and/or increased interest rates following an optional or transfer mandatory tender for purchase thereof) of the property maturity of any or assets securing all of the Senior Obligations or the Other Material Indebtedness (as the case may be), and, in the case of any such IndebtednessOther Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default, if such sale the Borrower shall have failed to cure Other Indebtedness Misrepresentation‌ Default or transfer is permitted hereunder and under the documents providing for such Other Indebtedness and (y) any Indebtedness permitted Covenant Default or to exist or be incurred under obtain an effective written waiver thereof in accordance with the terms of this Agreement that is required to be repurchased, prepaid, defeased the Senior Obligations or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Other Material Indebtedness; or.

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder, but including Indebtedness outstanding under the Second Lien Loan Documents) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness108 AMERICAS 94626185 Indebtedness referenced in clause (A) above, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to 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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(BB) shall not apply to (xi) 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 hereunder, (ii) any Indebtedness if (x) the documents providing for sole remedy of the holder thereof in the event of the non‑payment of such Indebtedness and or the non‑payment or non‑performance of obligations related thereto or (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the sole rights of the Agents and the Lenders under Section 8.02 below)holder(s) thereof is to elect, excess cash flow or other customary provision in each case, to convert such Indebtedness giving rise to such requirement to offer or prepay into Qualified Equity Interests and cash in lieu of fractional shares and (iii) in the absence case of any default thereunderIndebtedness 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 and or is not waived by the 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 Subsidiary Group Member (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition contained in any instrument or agreement evidencing, governing, securing or otherwise relating to any such Indebtedness, or any other event occurs “default” (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)like term) occurs, the effect of which default failure or other event “default” 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, ) prior to its stated maturity; provided that such failure is unremedied and is not waived by maturity (or, in the holders case of any such Indebtedness prior constituting a guarantee, to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02become payable); provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, that such failure this clause (e) shall not apply in respect of (x) any Indebtedness of any Designated Non-Debtor that becomes due or payable, or is unremedied and is not waived capable of becoming due or payable, prior to its stated maturity, or (y) any non-payment in respect of any Indebtedness by any Designated Non-Debtor, in each case to the holders extent caused by or directly resulting from the institution of any proceeding under any Debtor Relief Law in respect of such IndebtednessDesignated Non-Debtor; or (ii) any “Event of Default” shall have occurred and be continuing under, and as defined in, the Unsecured Credit Facility or the Senior Secured Notes Indenture; or

Cross-Default. Any Loan Party event or condition occurs that results in any Restricted Subsidiary Material Indebtedness becoming due prior to its scheduled maturity date, or that enables or permits (A) fails to make any payment beyond the with all applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereundernotice periods having expired) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such any Material Indebtedness (or a any trustee or agent on its or their behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such cause any Material Indebtedness to become due prior to their scheduled maturity date or to be repurchasedrequire the prepayment, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease redemption or redeem such Indebtedness to be made, defeasance thereof prior to its stated maturity; provided that their scheduled maturity date, in each case without such failure is unremedied and is not waived by the holders of such Material Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02having been discharged; provided, furtherhowever, that that, notwithstanding the foregoing, this clause (e)(Bg) shall not apply to (xi) any secured Indebtedness that becomes due solely as a result of the voluntary sale sale, transfer or transfer of other disposition of, or any Casualty Event with respect to, the property or assets securing such Indebtedness, (ii) any change of control offer made within 60 days after an Acquisition with respect to, and effectuated pursuant to, Indebtedness of an acquired business, (iii) any default under Indebtedness of an acquired business if such sale default is cured, or transfer is permitted hereunder and under the documents providing for 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, (iv) mandatory prepayment requirements arising from the receipt of net cash proceeds from debt, dispositions (including casualty losses, governmental takings and other involuntary dispositions), equity issues or excess cash flow, (yv) any Indebtedness permitted to exist or be incurred under prepayments required by the terms of this Agreement that is required to be repurchasedIndebtedness as a result of customary provisions in respect of illegality, prepaidreplacement of lenders and gross-up provisions for taxes, defeased or redeemed increased costs, capital adequacy and other similar customary requirements and (or as to which an offer to repurchasevi) any voluntary prepayment, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow redemption or other customary provision satisfaction of Indebtedness that becomes mandatory in accordance with the terms of such Indebtedness giving rise solely as the result of Lead Borrower or any Subsidiary delivering a prepayment, redemption or similar notice with respect to such requirement to offer prepayment, redemption or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; orother satisfaction. 139

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of any default thereunder by any Loan Partycontrol 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 or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due (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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, that such failure or breach is unremedied and is not waived by the required holders of such IndebtednessIndebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Article VIII; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, 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 hereunderhereunder or under the ABL Facility or the Second Lien Credit Agreement) having (in the case of this clause (y)) an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 clause (e)(A) (other than the Indebtedness under the ABL Facility), or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; , provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any such Indebtedness permitted to exist or be incurred is repaid when required under the terms documents providing for such Indebtedness, or (C) fails to observe or perform any agreement or condition relating to the Indebtedness under the ABL Facility, or any other event occurs, the effect of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow default or other customary provision in such event is to cause the Indebtedness giving rise under the ABL Facility to such requirement become due prior to offer its stated maturity; or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; or146

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold AmountSpecified Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to any such Specified Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Specified Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Specified Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Specified Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Specified Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Specified Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderhereunder; provided, further, that such failure is unremedied and is not waived by the holders of such IndebtednessSpecified Indebtedness 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 periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging Obligations#93847511v24 Swap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result (ii) any event requiring prepayment pursuant to customary asset sale events, insurance and condemnation proceeds events, change of any default thereunder by any Loan Partycontrol 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 or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that (x) this clause (e)(B) shall not apply to (x) 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) any Indebtedness permitted 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 exist or be incurred under immediately due and payable in accordance with the terms of this the ABL Credit Agreement that is required to be repurchased, prepaid, defeased and such declaration has not been rescinded by the ABL Lenders on or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in before such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderdate; 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 The Company, any Restricted Subsidiary, the General Partner, any of its Subsidiaries or the Public Partnership or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness its Subsidiaries (other than Indebtedness hereunderthe Partnership Unrestricted Subsidiaries) having an aggregate outstanding (as principal amount (individually or guarantor or other surety) shall default in the aggregate with all other Indebtedness as to which such a failure shall exist) payment of not less than the Threshold Amount, any amount of principal of or (B) fails to observe premium or perform interest on any other agreement or condition relating to any such Indebtedness, Parity Debt or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if other than the Obligations (regardless of whether or not such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any payment default thereunder; provided, further, that such failure is unremedied and is not shall have been waived by the holders of such Indebtedness); or any event shall occur or condition shall exist in respect of any Indebtedness of the Company, any Restricted Subsidiary, the General Partner, any of its Subsidiaries or the Public Partnership or any of its Subsidiaries (other than the Partnership Unrestricted Subsidiaries) or under any evidence of any such Indebtedness or under any mortgage, indenture or other agreement relating thereto, and the effect of such event or condition is to cause (or to permit one or more Persons to cause) such Indebtedness to become due or be repurchased or repaid before its stated maturity or before its regularly scheduled dates of payment (other than pursuant to mandatory prepayment provisions pursuant to a (1) Change of Control or similar transaction or (2) prepayment under circumstances and on terms substantially identical to, and not inconsistent with, Section 9.3(b) of the agreements governing the Mortgage Notes to the extent it relates to Excess Taking Proceeds, as defined therein, or Section 8.8(c)(ii) to the extent it relates to Excess Sale Proceeds, in each case not involving a default) or to permit the holders thereof to cause the Company, any Restricted Subsidiary, the General Partner, any of its Subsidiaries or the Public Partnership or any of its Subsidiaries (other than the Partnership Unrestricted Subsidiaries) to repurchase or repay such Indebtedness (other than pursuant to mandatory prepayment provisions pursuant to a (1) Change of Control or similar transaction or (2) prepayment under circumstances and on terms substantially identical to, and not inconsistent with, Section 9.3(b) of the agreements governing the Mortgage Notes to the extent it related to Excess Taking Proceeds, as defined therein, or Section 8.3(c)(ii) to the extent it relates to Excess Sale Proceeds, in each case not involving a default), and such default, event or condition shall continue for more than the period of grace, if any, specified therein (regardless of whether or not such default, event or condition shall have been waived by the holders of such Indebtedness); provided, that the aggregate principal amount of all Indebtedness as to which such a default (payment or other), event or condition shall occur or exist exceeds $7,500,000; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder, but including Indebtedness outstanding under the Second Lien Loan Documents) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessIndebtedness referenced in clause (A) above, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to 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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(BB) shall not apply to (xi) 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 hereunder, (ii) any Indebtedness if (x) the documents providing for sole remedy of the holder thereof in the event of the non-payment of such Indebtedness and or the non-payment or non-performance of obligations related thereto or (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the sole rights of the Agents and the Lenders under Section 8.02 below)holder(s) thereof is to elect, excess cash flow or other customary provision in each case, to convert such Indebtedness giving rise to such requirement to offer or prepay into Qualified Equity Interests and cash in lieu of fractional shares and (iii) in the absence case of any default thereunderIndebtedness 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 and or is not waived by the 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 Subsidiary thereof (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (including the Holdco Debt) or Guarantee (other than Indebtedness hereunderhereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount (individually including amounts owing to all creditors under any combined or in the aggregate with all other Indebtedness as to which such a failure shall existsyndicated 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 (including the Holdco Debt) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)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 or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause paragraph (e)(Be) 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, Indebtedness if such sale or 107 transfer is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is actually discharged in accordance with its terms; or (yii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any Indebtedness permitted to exist or be incurred event of default under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an offer to repurchaseAffected Party (as so defined) and, prepay, defease or redeem is required to be made) in connection with any asset sale either event, casualty the Swap Termination Value owed by such Loan Party or condemnation event, change of control (without limiting such Subsidiary as a result thereof is greater than the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such IndebtednessThreshold Amount; or

Cross-Default. (A) Any Loan Party or any Restricted Subsidiary (Ai) fails to make any payment beyond after the applicable grace periodperiod with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any other Indebtedness (other than Indebtedness hereunderhereunder ) having an outstanding aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result of any other default thereunder by any Loan Party), after all grace periods having expired and all required notices having been given, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if requiredafter all grace periods having expired and all required notices having been given, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that any such failure is unremedied or the occurrence of any such other event referred to in subclause (ii) relating to Indebtedness under the ABL Credit Agreement or any Permitted Refinancing thereof shall not constitute an Event of Default under this Section 8.01(e) until the earlier of (x) thirty days after the expiration of all grace periods relating to such failure or occurrence under the ABL Credit Agreement and is not waived by the holders of such Indebtedness prior to (y) any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02ABL Obligations (as defined in the ABL Intercreditor Agreement) outstanding under the ABL Credit Agreement, whether automatic or otherwise; provided, further, provided further that this clause (e)(Be)(ii) shall not apply to (xI) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale (II) Indebtedness which is convertible into Equity Interest and converts to Equity Interests in accordance with its terms or transfer is permitted hereunder and under the documents providing for such Indebtedness and (yIII) any Indebtedness permitted to exist breach or be incurred under default that (X) is remedied 41112.00012 Execution Version by the terms Borrower or the applicable Restricted Subsidiary or (Y) waived (including in the form of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be madeamendment) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting by the rights requisite holders of the Agents and applicable item of Indebtedness, in either case, prior to the Lenders under acceleration of all the Loans pursuant to this Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness8.01; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (including, for the avoidance of doubt, RL Baltimore, LLC) (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunder) having an outstanding aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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 Indebtedness; orprovided, further, that there shall be no Default under clauses (yA) any Indebtedness permitted or (B) with respect to exist or be incurred under the terms Baltimore Intercompany Loan for a period of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting 180 days after the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderAmendment No. 1 Closing Date; provided, further, that that, for the avoidance of doubt, if and for so long as no default or event of default exists under the Baltimore Intercompany Loan following such failure is unremedied 180 day period, or if any and is not all such defaults or events of default have been waived by the holders lender thereunder, no Event of such IndebtednessDefault shall be deemed to be continuing under this Section 8.01(e); or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunderhereunder or under any other Loan Document) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount, 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to Indebtedness that becomes subject to a mandatory prepayment or mandatory offer to purchase or redeem as a result of (x) the voluntary sale or transfer of property or assets, if such sale or transfer is permitted hereunder or (y) any casualty or condemnation event, in each case in an amount not to exceed the net cash proceeds attributable to such sale, transfer or casualty or condemnation event (as applicable); 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 Commitments, acceleration of the Loans or the exercise of other remedies pursuant to Section 8.02; providedorprovided, further, that no Event of Default with respect to this clause (e)(Be) shall not apply to (x) secured Indebtedness that becomes due as a result in respect of the voluntary sale Revolving Credit Agreement unless and until the holder or transfer holders of the property Revolving Credit Agreement (or assets securing the Revolving Agent on behalf of such Indebtednessholder or holders or beneficiary or beneficiaries) cause, with the giving of notice if such sale or transfer is permitted hereunder and under the documents providing for required, such Indebtedness and (y) any Indebtedness permitted in respect of the Revolving Credit Agreement to exist become due or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (automatically or as to which otherwise), or an offer to repurchase, prepay, defease or redeem is required such Indebtedness to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise prior to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednessits stated maturity; or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than (I) the ABL Facility, which shall be governed solely by clause (iii) hereof or (II) Indebtedness hereunder) having an outstanding aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 (I) the ABL Facility, which shall be governed solely by clause (iii) hereof or (II) Indebtedness consisting of Hedging ObligationsSwap 131 Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap 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 an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (B) shall not apply to Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further, that (i) this clause (e) shall not apply if such failure is unremedied and is not remedied or waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; providedthis Article VIII, further, that (ii) any event or condition set forth under this clause (e)(Be) shall not apply to (x) secured Indebtedness that becomes due as a result not, until the expiration of any applicable grace period or the delivery of notice for the acceleration 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 underlying Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived 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 ABL Facility to be immediately due and payable and all outstanding commitments under the ABL Facility to be immediately terminated, and such declaration has not been rescinded on or before such date; or

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary (A) fails CBII Entity shall fail to make any payment beyond on account of any Indebtedness or Contingent Obligation of such Person (other than the applicable grace period, if any, Obligations) when due (whether by at scheduled maturity, by required prepayment, accelerationupon acceleration or otherwise) and such failure shall continue beyond any period of grace provided with respect thereto (and in the case of Guarantees provided by financial institutions to Guarantee the payment of Governmental Charges or other regulatory obligations in the normal course of business, demandsuch failure continues for more than 30 days without the applicable CBII Entity replacing such Guarantee or paying in full the obligations respecting such Guarantee), in all such cases only if the amount of such Indebtedness or Contingent Obligation exceeds $20,000,000 or the effect of such failure is to cause, or otherwisepermit the holder or holders thereof to cause, in respect Indebtedness and/or Contingent Obligations of any Indebtedness CBII Entity (other than Indebtedness hereunderthe Obligations) having in an aggregate outstanding principal amount exceeding $20,000,000 to become redeemable, due, liquidated or otherwise payable (individually whether at scheduled maturity, by required prepayment, upon acceleration or otherwise) and/or to be secured by cash collateral and such Indebtedness or Contingent Obligation has not been paid in the aggregate with all other Indebtedness as to which full or such a failure default has not been cured, (ii) any CBII Entity shall exist) of not less than the Threshold Amount, or (B) fails otherwise fail to observe or perform any other agreement, term or condition contained in any agreement or condition instrument relating to any Indebtedness or Contingent Obligation of such IndebtednessPerson (other than the Obligations), or any other event occurs (other thanshall occur or condition shall exist, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), 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 a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) thereof to cause, with Indebtedness and/or Contingent Obligations of any CBII Entity (other than the giving of notice if requiredObligations) in an aggregate amount exceeding $20,000,000 to become redeemable, due, liquidated or otherwise payable (whether at scheduled maturity, by required prepayment, upon acceleration, or otherwise) and/or to be secured by cash collateral and such Indebtedness to become due or to be repurchased, prepaid, defeased Contingent Obligation has not been paid in full or redeemed such default has not been cured or (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(Biii) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale failure of any CBII Entity to observe or transfer of the property perform any agreement, term or assets securing such Indebtednesscondition therein, any Lender Rate Contracts in aggregate notional amounts, if such sale any, exceeding $20,000,000 shall have become due, liquidated, or transfer is permitted hereunder and under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents otherwise payable and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such IndebtednessCBII Entities’ obligations thereunder remain unpaid; or

Cross-Default. Any Loan Party the Borrower, any Security Party, any Subsidiary or any Restricted Subsidiary (A) fails Affiliate of the Borrower defaults under any material contract or material agreement to which it is a party or by which it is bound. Upon and during the continuance of any Event of Default, the Lenders' obligation to make any payment beyond Advance available shall cease and the applicable grace periodAdministrative Agent may, if anyand on the instructions of the Majority Lenders shall, whether by scheduled maturitynotice to the Borrower, required prepaymentdeclare the entire unpaid balance of the then outstanding Advances, accelerationaccrued interest and any other sums payable by the Borrower hereunder or under the Note due and payable, whereupon the same shall forthwith be due and payable without presentment, demand, protest or otherwise, in respect notice of any Indebtedness kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subsections (other than Indebtedness hereunderi) having an aggregate outstanding principal amount or (individually or in the aggregate with all other Indebtedness as to which such a failure shall existl) 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, this Section 8.1 with respect to Indebtedness consisting of Hedging Obligationsthe Borrower, termination events the Note shall be immediately due and payable without declaration or equivalent events pursuant other notice to the terms of Borrower. In such Hedging Obligations event, the Lenders may proceed to protect and not as a result enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any default thereunder by covenant contained in this Credit Facility Agreement, in the Note or in any Loan Party), the effect of which default or other event is to causeSecurity Document, or in aid of the exercise of any power granted herein or therein, or the Lenders may proceed to permit enforce the holder or holders payment 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 Note or to be repurchased, prepaid, defeased enforce any other legal or redeemed (automatically or otherwise)equitable right of the Lenders, or an offer proceed to repurchase, prepay, defease take any action authorized or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement any Security Document or by applicable law for the collection of all sums due, or so declared due, on the Note. Without limiting the foregoing, the Borrower agrees that is required during the continuance of any Event of Default each of the Lenders shall have the right to be repurchasedappropriate and hold or apply (directly, prepaidby way of set-off or otherwise) to the payment of the obligations of the Borrower to the Lenders hereunder and/or under the Note (whether or not then due) all moneys and other amounts of the Borrower then or thereafter in possession of any Lender, defeased the balance of any deposit account (demand or redeemed (time, mature or as to which an offer to repurchase, prepay, defease unmatured) of the Borrower then or redeem is required to be made) in connection thereafter with any asset sale event, casualty or condemnation event, change of control (without limiting the rights Lender and every other claim of the Agents and Borrower then or thereafter against any of the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; orLenders.

Cross-Default. Any Loan Party (i) The Borrower or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and Indebtedness under Swap Agreements) having an aggregate outstanding principal amount (individually including undrawn committed or in the aggregate with available amounts and including amounts owing to all other Indebtedness as to which such a failure shall existcreditors under any combined or syndicated credit arrangement) of not less more than the Threshold AmountAmount (any such Indebtedness, "Material Indebtedness") and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness, or (B) breaches or defaults in the observance or performance of, or otherwise fails to observe or perform comply with, any other agreement or condition relating to any such Material Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party), the effect of which breach, default or other event non-compliance is to (x) cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to causecause (after the expiration of any grace period), with the giving of notice (if required), such Material Indebtedness to become due prior to its scheduled maturity or (y) cause (after the expiration of any grace period), with the giving of notice if required, such Indebtedness the Borrower or any of its Subsidiaries to become due purchase or to be repurchased, prepaid, defeased redeem or redeemed (automatically or otherwise), or make an offer to repurchase, prepay, defease purchase or redeem such Indebtedness to be made, prior to its stated scheduled maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(BB) shall not apply to Indebtedness which is convertible into Equity Interests and converts to Equity Interests (xother than Disqualified Stock) secured Indebtedness that becomes due of the Borrower in accordance with its terms and such conversion is not prohibited hereunder; or (ii) there occurs under any Swap Agreement an Early Termination Date (as defined in such Swap Agreement) resulting from (A) any event of default under such Swap Agreement as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Agreement) or (B) any Termination Event (as so defined) under such Swap Agreement as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, 57 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 and (y) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such IndebtednessThreshold Amount; or

Cross-Default. (i) Any Loan Credit Party or any Restricted of their respective Subsidiaries shall fail to pay any principal of or premium or interest on any Indebtedness which is outstanding in a principal amount of at least the Requisite Amount in the aggregate (but excluding indebtedness arising hereunder) of such Credit Party or such Subsidiary (Aas the case may be) fails to make any payment beyond when the applicable grace period, if any, 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 or instrument relating to such Indebtedness unless adequate provision for any such payment has been made in form and substance satisfactory to the Required Lenders. (ii) Any Indebtedness of any Credit Party or any of their respective Subsidiaries which is outstanding in a principal amount of at least the Requisite Amount in the aggregate shall be declared to be due and payable, or otherwise, in respect of any Indebtedness required to be prepaid (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such by a failure shall exist) 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 Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Partyscheduled 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)defeased, or an offer to repurchase, prepay, redeem, purchase or defease or redeem such Indebtedness shall be required to be made, in each case prior to its the stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due maturity thereof as a result of a breach by such Credit Party or such Subsidiary (as the voluntary sale or transfer case may be) of the property agreement or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for instrument relating to such Indebtedness and (y) any Indebtedness permitted such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in unless adequate provision for the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders payment of such Indebtedness; orIndebtedness has been made in form and substance satisfactory to the Required Lenders. (iii) Any Credit Party or any Major Xxxxxxxxxx becomes unable, or admits in writing its inability, or fails to pay generally its debts as they become due. (e)

Cross-Default. (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Material Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in beyond the aggregate applicable grace period with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amountrespect thereto, or (B) fails to observe or perform 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 (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the beneficiary or beneficiaries of any Guarantee thereof (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturitymaturity or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(BB) 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 such Indebtedness and (y) any such Indebtedness permitted to exist or be incurred is repaid when required under the terms documents providing for such Indebtedness; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or default under such Swap Contract as to which an offer to repurchasea Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) and, prepay, defease or redeem is required to be made) in connection with any asset sale such event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived Swap Termination Value owed by the holders of Loan Party or such Indebtedness; orSubsidiary as a result thereof is greater than $25,000,000;

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Indebtedness (other than Indebtedness hereunderhereunder and intercompany Indebtedness) having an aggregate outstanding principal amount (individually equal to or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less greater 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 thanthan a default or an event of default in respect of the observance of or compliance with any financial maintenance covenant, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder which is addressed by any Loan Partyclause (C) below), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) after the expiration of any applicable grace or cure period therefor to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), in each case, prior to its Stated Maturity; provided that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the sale or transfer or other Disposition (including a Casualty Event) of the property or assets securing such Indebtedness permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, (y) events of default, termination events or any other similar event under the documents governing Swap Contracts for so long as such event of default, termination event or other similar event does not result in the occurrence of an early termination date or any acceleration or prepayment of any amounts or other Indebtedness payable thereunder or (z) Indebtedness that upon the happening of any such default or event automatically converts into Equity Interests (other than Disqualified Stock or, in the case of a Restricted Subsidiary, Disqualified Stock or Preferred Stock) in accordance with its terms; provided further, that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02 or (C) fails to observe or perform any other agreement or condition relating to any such Indebtedness containing or otherwise requiring observance or compliance with a financial maintenance covenant and the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) have caused such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturityStated Maturity (“Acceleration”); provided however that if such failure is unremedied and is not waived by the holder or holders (or a trustee or an agent on behalf of such Indebtedness prior holder or holders or beneficiary or beneficiaries) irrevocably rescind such Acceleration, the Event of Default with respect to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(Be) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale automatically cease from and after such date; 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; or165

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod with respect thereto, if any, any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, ) in respect of any Material Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other hereunder and Indebtedness as owed by any Loan Party to which such a failure shall exist) of not less than the Threshold Amountanother Loan Party), or (B) fails to observe or perform any other agreement or condition relating to any such IndebtednessMaterial Indebtedness (other than Indebtedness hereunder and Indebtedness owed by any Loan Party to another Loan Party), or any other event occurs (other than, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan Party)occurs, the effect of which default or other event is to cause, or to permit the holder or holders 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 Material Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (xi) secured Material Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness, if such sale or transfer is permitted hereunder and or (ii) termination events or similar events occurring under the documents providing for such Indebtedness and (y) any Indebtedness permitted to exist or be incurred under the terms of this Hedge Agreement that is constitutes Material Indebtedness (it being understood that clause (e)(B) will apply to any failure to make any payment required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence a result of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtednesstermination or similar event); or

Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace periodperiod 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) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) 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 Hedging ObligationsSwap Contracts, termination events or equivalent events pursuant to the terms of such Hedging Obligations and not as a result of any default thereunder by any Loan PartySwap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all such Indebtedness to become 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer 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) any Indebtedness permitted to exist or be incurred under the terms of this Agreement that is required to be repurchased, prepaid, defeased or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunderIndebtedness; provided, further, provided further that such failure is unremedied and is not waived by the holders of such Indebtedness; provided that this clause (e) shall not apply to an “Event of Default” under, and as defined in the ABL Credit Agreement, unless and until the lenders under the ABL Facility have declared all amounts outstanding under the ABL Facility to be immediately due and payable and such acceleration has not been rescinded on or before such date; 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 applicable grace perioddocuments (the “Other Loan Documents”) under which any Other Material Indebtedness is created or incurred, if any, whether by scheduled maturity, required prepayment, acceleration, demandshall prove to be false or misleading in any material respect (each an “Other Indebtedness Misrepresentation Default”), or otherwise, any default shall occur in respect of the performance of any Indebtedness covenant, agreement or obligation of the Borrower under the Bond Documents or Other Loan Documents (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or 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 specified in the aggregate with all other Indebtedness Bond Documents or the Other Loan Documents (as to which such a failure shall existthe case may be) 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 Covenant Default”), if the effect of Hedging Obligations, termination events such Other Indebtedness Misrepresentation Default or equivalent events pursuant Other Indebtedness Covenant Default shall be to permit the immediate acceleration (not including any indirect acceleration of the maturity thereof (1) through reimbursement obligations to the terms provider of such Hedging Obligations and not a Credit Facility occurring as a result of any default thereunder by any Loan Party), the effect of which default a mandatory tender for purchase thereof 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 beneficiaries2) 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; provided that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; provided, further, that this clause (e)(B) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale revised amortization requirements and/or increased interest rates following an optional or transfer mandatory tender for purchase thereof) of the property maturity of any or assets securing all of the Senior Obligations or the Other Material Indebtedness (as the case may be), and, in the case of any such IndebtednessOther Indebtedness Misrepresentation Default or Other Indebtedness Covenant Default, if such sale the Borrower shall have failed to cure Other Indebtedness Misrepresentation Default or transfer is permitted hereunder and under the documents providing for such Other Indebtedness and (y) any Indebtedness permitted Covenant Default or to exist or be incurred under obtain an effective written waiver thereof in accordance with the terms of this Agreement that is required to be repurchased, prepaid, defeased the Senior Obligations or redeemed (or as to which an offer to repurchase, prepay, defease or redeem is required to be made) in connection with any asset sale event, casualty or condemnation event, change of control (without limiting the rights of the Agents and the Lenders under Section 8.02 below), excess cash flow or other customary provision in such Indebtedness giving rise to such requirement to offer or prepay in the absence of any default thereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness; orOther Material Indebtedness.‌