Common use of Indebtedness Cross-Default Clause in Contracts

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, or any of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Subsidiary or any of their respective Subsidiaries other Loan Party shall fail to pay when due and payable, payable the principal of, or interest onon (after giving effect to the expiration of any grace period for such payment), any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Loans but including Secured Indebtedness accelerated, or required to be prepaid or repurchased prior to the stated maturity thereof, as a result of a casualty with respect to, or condemnation of, the property securing such Secured Indebtedness) having an aggregate outstanding principal amount of $25,000,000 or more (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The the maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); orthereof; (iii) Any any other event shall have occurred and be continuing (and any related grace period shall have expired) which would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (which for the purposes hereof iv) any Loan Party shall include any termination event or other event resulting fail to pay when due and payable amounts in excess of $25,000,000 in the settling aggregate owing in respect of payments due under any Derivatives Contracts. The provisions of the immediately preceding clauses (ii) and (iii) shall not apply to any Secured Indebtedness accelerated, or required to be prepaid or repurchased prior to the stated maturity thereof, as a Derivative Contract)result of a casualty with respect to, or condemnation of, the property securing such Secured Indebtedness.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable (after giving effect to any applicable grace or cure period) the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value) of, in each case individually or in the marked aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) an aggregate outstanding principal amount greater than or equal to (A) $50,000,000 (all such 25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or obligations under Derivative Contracts being (B) $75,000,000 in the case of Indebtedness that is Nonrecourse Indebtedness (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (which for the purposes hereof shall include any termination event or other event resulting iv) An Event of Default under and as defined in the settling of payments due under a Derivative Contract)Existing Credit Agreement or Other Existing Term Loan Agreement shall occur.

Indebtedness Cross-Default. (i) The BorrowerAny Credit Party or any of its Subsidiaries shall default in any payment of principal of or interest on any Indebtedness (other than the Indebtedness pursuant to the Credit Documents) in a principal amount outstanding of at least $7,500,000 for the Credit Parties and any of their Subsidiaries in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any other Obligoragreement or condition relating to any Indebtedness (other than the Indebtedness pursuant to the Credit Documents) in a principal amount outstanding of at least $7,500,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any of their respective Subsidiaries other event shall fail to pay when due and payableoccur or condition exist, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case effect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personbeneficiary or beneficiaries) to cause, to accelerate with the maturity giving of any notice if required, such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii) any Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Hedging Agreement that is a Bank Product which breach or default remains unremedied for five (5) Business Days and, with respect to clause (iii) above, as a result of which the purposes hereof shall include swap termination value owed by any termination event or other event resulting in the settling of payments due under a Derivative Contract).such Person exceeds $5,000,000; or

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) any Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness (other than any Nonrecourse Indebtedness) as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than $200,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”)) and such failure shall continue beyond any applicable cure periods; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract constituting Material Indebtedness as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract constituting Material Indebtedness as a result of a “Termination Event” (as defined therein) as to which the settling Borrower or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of (x) any Recourse Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse Indebtednessor Indebtedness of Unconsolidated Affiliates) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked to market value effect of such Derivative Contract if any close-out netting provision, a Derivatives Termination Value), in each case individually or in the Borrower is out of the money) greater than or equal to $50,000,000 (aggregate with all other such Indebtedness as to which such a failure exists, of $10,000,000 or obligations under Derivative Contracts being more or (y) any Nonrecourse Indebtedness (other than Indebtedness of Unconsolidated Affiliates) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other such Indebtedness as to which such a failure exists, of $10,000,000 or more (clause (x) and clause (y) collectively, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, arising from a default in payment of amounts individually or in the settling aggregate with all other such defaulted payments, of payments due under a Derivative Contract)$10,000,000 or more.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, or any of their respective Subsidiaries Any Loan Party shall fail to pay when due and payable, payable the principal of, or interest on, (x) on any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Loans or Nonrecourse Indebtedness) having or any Contingent Obligations, which Indebtedness or Contingent Obligations have an aggregate outstanding principal amount of $25,000,000 or more or (ory) on any Nonrecourse Indebtedness, in the case which Indebtedness has an aggregate outstanding principal amount of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 or more (all such Indebtedness or obligations under Derivative Contracts being (x) and (y) together, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); orthereof; (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (iv) There occurs under any Derivatives Contract in effect between any Loan Party and any Lender (or Affiliate of a Lender) an Early Termination Date (or similar term as defined in such Derivatives Contract) resulting from (A) any event of default under such Derivatives Contract as to which for any Loan Party is the purposes hereof shall include Defaulting Party (or similar term as defined in such Derivatives Contract) or (B) any termination event Termination Event (or other event resulting similar term as so defined) under such Derivatives Contract as to which any Loan Party is an Affected Party (or similar term as defined in the settling of payments due under a Derivative such Derivatives Contract).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable (after giving effect to any applicable grace or cure period) the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value) of, in each case individually or in the marked aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) an aggregate outstanding principal amount greater than or equal to (A) $50,000,000 (all such 25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or obligations under Derivative Contracts being (B) $75,000,000 in the case of Indebtedness that is Nonrecourse Indebtedness (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (which for the purposes hereof shall include any termination event or other event resulting iv) An Event of Default under and as defined in the settling of payments due under a Derivative Contract)Existing Term Loan Agreement shall occur.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable (after giving effect to any applicable grace or cure period) the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, the marked to market value having a Derivatives Termination Value) of such Derivative Contract if the Borrower is out of the money) greater than $25,000,000 or equal to more (or $50,000,000 or more in the case of Nonrecourse Indebtedness of Excluded Subsidiaries) (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)maturity.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) any Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness (other than any Nonrecourse Indebtedness) as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than $125,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”)) and such failure shall continue beyond any applicable cure periods; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract constituting Material Indebtedness as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract constituting Material Indebtedness as a result of a “Termination Event” (as defined therein) as to which the settling Borrower or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value) of, in each case individually or in the marked aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) an aggregate outstanding principal amount greater than or equal to (A) $50,000,000 (all such 25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or obligations under Derivative Contracts being (B) $75,000,000 in the case of Indebtedness that is Nonrecourse Indebtedness (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)maturity.

Indebtedness Cross-Default. (i) The BorrowerAny Credit Party shall default in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any Credit Party shall default in the observance or performance of any other Obligoragreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $50,000,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any of their respective Subsidiaries other event shall fail to pay when due and payableoccur or condition exist, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case effect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personbeneficiary or beneficiaries) to cause, to accelerate with the maturity giving of any notice if required, such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (which automatically or otherwise); provided that, for the purposes hereof avoidance of doubt, for the purpose of this clause (ii), it is agreed that neither a conversion of convertible Indebtedness permitted pursuant to Section 6.1(h) nor the occurrence of the events giving rise to such conversion right shall include be considered to constitute such Indebtedness becoming due prior to its stated maturity or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii) any termination event Credit Party shall breach or other event resulting in the settling of payments due default any payment obligation under a Derivative Contract).any Secured Hedging Agreement; or

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts Debt (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse IndebtednessDebt) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Debt as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than $100,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material IndebtednessDebt”); or (ii) (x) The maturity of any Material Indebtedness Debt shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness Debt or (y) any Material Indebtedness Debt shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit permits any holder or holders of any Material IndebtednessDebt, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness Debt or require any such Material Indebtedness Debt to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)maturity.

Indebtedness Cross-Default. (i) The Any Borrower, any other ObligorLoan Party, or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than the Loans) (Ax) in the Obligations and (B) case of Indebtedness other than Nonrecourse Indebtedness) , having an aggregate outstanding principal amount (or, or in the case of any Derivatives Contract, having a Derivatives Termination Value) of $25,000,000 or more, or (y) in the marked to market value case of Nonrecourse Indebtedness, having an outstanding principal amount of $250,000,000 or more (any such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being Indebtedness, “Material Indebtedness”), and in any such case such failure shall continue beyond any applicable notice and cure periods; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; provided that this clause (iii) shall not apply to any Material Indebtedness with respect to which for an Unconsolidated Affiliate of the purposes hereof shall include Parent is the primary obligor and with respect to which the Parent, another Borrower or any termination other Subsidiary has provided a Guaranty unless the holder of such Material Indebtedness has demanded payment of such Material Indebtedness from the Parent, another Borrower or any other Subsidiary or has taken any action described in the foregoing clause (ii); Notwithstanding the foregoing provisions of this clause (d), no default, event of default, acceleration or other action in connection with a Guaranty by a Loan Party of Indebtedness secured by a mortgage on a non-Borrowing Base Property shall constitute an Event of Default pursuant to this clause (d) until the earliest to occur of (1) a proceeding has been commenced in any court of competent jurisdiction with respect to such Guaranty, (2) if the applicable Loan Party has agreed in writing that a default or event resulting of default that would permit acceleration of the Guaranty has occurred, 45 days following the expiration or termination of any forbearance agreement (or, if more than one, the latest to expire) entered into with respect to such default or event of default, provided that such default or event of default has not been waived or cured and no further forbearance agreement has been entered into, during such period, or (3) such Loan Party makes a payment or agrees to make a payment in the settling satisfaction of payments due under a Derivative Contract)any claim made on such Guaranty in connection with such event of default, acceleration or other action.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of (x) any Recourse Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse Indebtednessor Indebtedness of Unconsolidated Affiliates) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked to market value effect of such Derivative Contract if any close-out netting provision, a Derivatives Termination Value), in each case individually or in the Borrower is out of the money) greater than or equal to $50,000,000 (aggregate with all other such Indebtedness as to which such a failure exists, of $25,000,000 or obligations under Derivative Contracts being more or (y) any Nonrecourse Indebtedness (other than Indebtedness of Unconsolidated Affiliates) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other such Indebtedness as to which such a failure exists, of $25,000,000 or more (clause (x) and clause (y) collectively, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, arising from a default in payment of amounts individually or in the settling aggregate with all other such defaulted payments, of payments due under a Derivative Contract)$10,000,000 or more.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if (x) $5,000,000 or more in the Borrower case of Indebtedness that is out of the money) greater than or equal to $50,000,000 (all such not Nonrecourse Indebtedness or obligations under Derivative Contracts being (y) $20,000,000 or more in the case of Nonrecourse Indebtedness (collectively, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which beyond all applicable grace and cure periods, which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for other than a mandatory prepayment resulting from the purposes hereof shall include voluntary sale or condemnation of, or a casualty event with respect to, any termination Property securing such Material Indebtedness; provided that such sale, condemnation or event does not otherwise cause a Default or other event resulting Event of Default hereunder and, with respect to any condemnation or casualty event, the Parent, the Borrower or such Subsidiary receives insurance proceeds with respect to such Property in the settling of payments due under a Derivative Contractan amount sufficient to repay such Material Indebtedness).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, or any of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, (x) any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 10,000,000 or (y) any Nonrecourse Indebtedness having an aggregate outstanding principal amount greater than or equal to $20,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Any Credit Party or any of their respective its Subsidiaries shall fail to pay when due and payable, the any principal of, premium or interest on, on or any other amount payable in respect of any Indebtedness of such Credit Party or obligations such Subsidiary (as the case may be) that is outstanding in a principal amount of at least $20,000,000 either individually or in the aggregate for all such Credit Parties and Subsidiaries (but excluding Indebtedness outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under Derivative Contracts any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to mature; or any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having by a regularly scheduled required prepayment or redemption), purchased or defeased, or an aggregate outstanding principal amount (oroffer to prepay, in the case of any Derivatives Contractredeem, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than purchase or equal to $50,000,000 (all defease such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been be required to be prepaidmade, redeemed, defeased or repurchased in each case prior to the stated maturity thereof thereof; or (which for ii) any Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Hedging Agreement that is a Bank Product to the purposes hereof extent such breach or default in any payment obligation is not cured within three (3) Business Days after the same shall include any termination event or other event resulting in the settling of payments become due under a Derivative Contract)and payable; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract).

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any other Subsidiary of their respective Subsidiaries the Parent shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than $10,000,000 or equal to more for Recourse Indebtedness, $50,000,000 (all such 75,000,000 or more for Non-Recourse Indebtedness or obligations under Derivative $10,000,000 in the aggregate in respect of Derivatives Contracts being (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary of the Parent is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Parent, the Borrower or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries Subsidiary shall fail (x) to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Material Indebtedness or obligations under Derivative Contracts (as defined below) (other than the Loans and Reimbursement Obligations) or (Ay) the Obligations and (B) Nonrecourse Indebtedness) to comply with or perform any financial covenant under any document, agreement or instrument with respect to any other obligation for borrowed money, having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked to market value effect of such Derivative Contract if any close-out netting provision, a Derivatives Value), individually or in the Borrower is out of the money) greater than or equal to $50,000,000 (aggregate, with all such other Indebtedness or obligations under Derivative Contracts being obligation as to which such a failure exists, of $500,000.00 or more (the foregoing, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness or other obligation for borrowed money shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or other obligation for borrowed money, or (y) any Material Indebtedness or other obligation for borrowed money shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof as a result of a breach that triggers a mandatory prepayment of such Material Indebtedness; (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)iii) [Reserved]; or (iiiiv) Any other event shall have occurred There occurs an “Event of Default” under and be continuing as defined in any Derivatives Contract as to which would permit any holder or holders of Material Indebtednessthe Borrower, any trustee or agent acting on behalf of such holder or holders Loan Party or any other PersonSubsidiary is a “Defaulting Party” (as defined therein), to accelerate the maturity or there occurs an “Early Termination Date” (as defined therein) in respect of any such Material Indebtedness Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Borrower, any Loan Party or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity Subsidiary is an “Affected Party” (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contractas defined therein).

Indebtedness Cross-Default. (i) The A Borrower, any other Obligor, or any of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, (A) any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Non-Recourse Indebtedness) or Obligations under Derivative Contracts, in each case having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 5,000,000 or (B) any Non-Recourse Indebtedness having an aggregate outstanding principal amount greater than or equal to $20,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which with or without the passage of time, the giving of notice, or both, would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract).

Indebtedness Cross-Default. (i) The BorrowerAny Credit Party or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, any other Obligorrequired prepayment, acceleration, demand, or any otherwise) in respect of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts any Guaranty Obligation (other than (A) the Obligations Indebtedness hereunder and (B) Nonrecourse IndebtednessIndebtedness under Hedging Agreements) having an aggregate outstanding principal amount (orincluding undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000, in the case of or (B) fails to observe or perform any Derivatives Contract, the marked other agreement or condition relating to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all any such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of contained in any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract instrument or instrument agreement evidencing, providing for securing or relating thereto, or any other event occurs, the creation effect of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, such Indebtedness or the beneficiary or beneficiaries of any Guaranty Obligation with respect to such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personbeneficiary or beneficiaries) to cause, to accelerate with the maturity giving of any notice if required, such Material Indebtedness or require any such Material Indebtedness to be prepaid demanded or to become due or to be repurchased or redeemed (automatically or otherwise) or such Guaranty Obligation to become payable; (ii) any Credit Party or any of its Subsidiaries shall breach or default any payment obligation which exceeds $10,000,000 in amount under any Hedging Agreement that is a Bank Product; or (iii) prior to the Spin-Off, Cash America or any of its stated maturity Subsidiaries (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or any Guaranty Obligation (other than Indebtedness hereunder and Indebtedness under Hedging Agreements) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $10,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which for the purposes hereof shall include any termination event default or other event resulting in is to cause, or to permit the settling holder or holders of payments such Indebtedness or the beneficiary or beneficiaries of any Guaranty Obligation with respect to 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 be demanded or to become due under a Derivative Contract).or to be repurchased or redeemed (automatically or otherwise) or such Guaranty Obligation to become payable, whether or not the holder or holders of such Indebtedness or the beneficiary or beneficiaries of any Guaranty Obligation waive any such default or right to demand payment, repurchase or redemption; or

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Any Borrower or any of their respective Subsidiaries Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than $75,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof maturity, and all applicable grace or cure periods shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract).have expired;

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse any Non-Recourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness (other than any Non-Recourse Indebtedness) as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than $100,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”)) and such failure shall continue beyond any applicable cure periods; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract constituting Material Indebtedness as to which for the purposes hereof shall include Borrower, any termination Loan Party or any other Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract constituting Material Indebtedness as a result of a “Termination Event” (as defined therein) as to which the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein); provided, however, that the occurrence of any event (including, without limitation, the passage of time) that would cause or other event resulting permit the holder of any Convertible Debt of the Borrower to be entitled to convert such Convertible Debt in the settling accordance with its terms will not, in itself, be an Event of payments due under a Derivative Contract).Default pursuant to clause (ii) or (iii) above;

Indebtedness Cross-Default. (i) The Any Borrower, any other ObligorLoan Party, or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount of $5,000,000 or more (or, or $250,000,000 or more in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the moneyNonrecourse Indebtedness) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”), and in any such case such failure shall continue beyond any applicable notice and cure periods; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (which for the purposes hereof shall include any termination event or other event resulting iv) An Event of Default under and as defined in the settling Existing Term Loan Agreement shall occur; or (v) An Event of payments due Default under a Derivative Contract)and as defined in the Existing Revolving Credit Agreement shall occur; or (vi) An Event of Default under and as defined in the PM Gallery Loan Agreement shall occur.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable (after giving effect to any applicable grace or cure period) the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value) of, in each case individually or in the marked aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) an aggregate outstanding principal amount greater than or equal to (A) $50,000,000 (all such 25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or obligations under Derivative Contracts being (B) $75,000,000 in the case of Indebtedness that is Nonrecourse Indebtedness (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event other than as a result of customary non default mandatory prepayment requirements associated with asset sales, casualty events or other event resulting in the settling of payments due under a Derivative Contractdebt or equity issuances); or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event other than as a result of customary non default mandatory prepayment requirements associated with asset sales, casualty events or other event resulting in the settling of payments due under a Derivative Contractdebt or equity issuances).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, payable of the principal of, or interest onon (after giving effect to the expiration of any grace period for such payment), any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Loans but including Secured Indebtedness accelerated or required to be prepaid or repurchased prior to the stated maturity as a result of a casualty with respect to, or condemnation of, the Property securing such Secured Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater more than or equal to $50,000,000 125,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or thereof, other event resulting than, in the settling case of payments due under clause (y), Convertible Notes which are prepaid, repurchased, redeemed or exchanged in accordance with the terms thereof prior to their maturity, and not in any case as a Derivative Contract)result of any breach or violation of the terms of such Convertible Notes; or (iii) Any other event shall have occurred and be continuing (and any related grace period shall have expired) which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity, other than Convertible Notes which are prepaid, repurchased, redeemed or exchanged in accordance with the terms thereof and not in any case as a result of any breach or violation of the terms of such Convertible Notes; or (which for the purposes hereof iv) Any Loan Party shall include any termination event or other event resulting fail to pay when due and payable amounts in excess of $125,000,000 in the settling aggregate owing in respect of payments due any Derivatives Contracts; or (v) An “Event of Default” under and as defined in the Revolver Credit Agreement (as amended, supplemented, restated or otherwise modified from time to time) shall have occurred and be continuing; provided, however, if a Derivative Contractlender thereunder has agreed to waive such “Event of Default” thereunder and such lender is also a Lender under this Agreement, then such Lender shall also be deemed to have waived the corresponding Event of Default under this Section 10.1.(d)(v). The provisions of the immediately preceding clauses (ii) and (iii) shall not apply to any Secured Indebtedness accelerated, or required to be prepaid or repurchased prior to the stated maturity thereof, as a result of a casualty with respect to, or condemnation of, the Property securing such Secured Indebtedness.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money(1) greater than or equal to $50,000,000 or more with respect to Non-Recourse Indebtedness, and/or (all such 2) $30,000,000 or more with respect to Recourse Indebtedness or obligations under Derivative Contracts being (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred Intentionally Omitted; or (iv) There occurs an “Event of Default” under and be continuing as defined in any Derivatives Contract with a notional value in excess of $50,000,000 as to which would permit any holder or holders of Material Indebtednessthe Borrower, any trustee or agent acting on behalf of such holder or holders Loan Party or any other PersonSubsidiary is a “Defaulting Party” (as defined therein), to accelerate the maturity or there occurs an “Early Termination Date” (as defined therein) in respect of any such Material Indebtedness Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Borrower or require any such Material Indebtedness to be prepaid or repurchased prior to of its stated maturity Subsidiaries is an “Affected Party” (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contractas defined therein).

Indebtedness Cross-Default. (i) The Spirit REIT, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money(1) greater than $100,000,000 or equal more with respect to recourse Indebtedness, and/or (2) $50,000,000 250,000,000 or more with respect to Nonrecourse Indebtedness (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); provided, that notice from the Borrower of the intent to execute a deed-in-lieu of foreclosure (or otherwise deliver the collateral securing the facility to lender), judicial foreclosure or other similar satisfaction of such Nonrecourse Indebtedness shall be a cure to such Event of Default; or (ii) Subject to the proviso at the end of clause (d)(i) above, (x) The the maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any Subject to the proviso at the end of clause (d)(i) above, any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)maturity.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, or any of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or or (ii) (xii)(x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money(1) greater than or equal to $50,000,000 or more with respect to Non-Recourse Indebtedness, and/or (all such 2) $30,000,000 or more with respect to Recourse Indebtedness or obligations under Derivative Contracts being (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred Intentionally Omitted; or (iv) There occurs an “Event of Default” under and be continuing as defined in any Derivatives Contract with a notional value in excess of $50,000,000 as to which would permit any holder or holders of Material Indebtednessthe Borrower, any trustee or agent acting on behalf of such holder or holders Loan Party or any other PersonSubsidiary is a “Defaulting Party” (as defined therein), to accelerate the maturity or there occurs an “Early Termination Date” (as defined therein) in respect of any such Material Indebtedness Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Borrower or require any such Material Indebtedness to be prepaid or repurchased prior to of its stated maturity Subsidiaries is an “Affected Party” (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contractas defined therein).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse any Non-Recourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness (other than any Non-Recourse Indebtedness) as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than $100,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”)) and such failure shall continue beyond any applicable cure or grace periods; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required (other than at the voluntary request of the Borrower or any Subsidiary) to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract constituting Material Indebtedness as to which for the purposes hereof shall include Borrower, any termination Loan Party or any other Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract constituting Material Indebtedness as a result of a “Termination Event” (as defined therein) as to which the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein); provided, however, that the occurrence of any event (including, without limitation, the passage of time) that would cause or other event resulting permit the holder of any Convertible Debt of the Borrower to be entitled to convert such Convertible Debt in the settling accordance with its terms will not, in itself, be an Event of payments due under a Derivative Contract).Default pursuant to clause (ii) or (iii) above;

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) The Borrower, any other Obligor, or any default in the payment of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (Athe Loans or any Reimbursement Obligation) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (orincluding undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond the period of grace if any, provided in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than instrument or equal to $50,000,000 (all agreement under which such Indebtedness was created, or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity default in the observance or performance of any Material other agreement or condition relating to any Indebtedness shall have been accelerated (other than the Loans or any Reimbursement Obligation) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in accordance with excess of the provisions of Threshold Amount or contained in any indenture, contract instrument or instrument agreement evidencing, providing for securing or relating thereto or any other event shall occur or condition exist, the creation effect of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personholders) to cause, to accelerate with the maturity giving of notice and/or lapse of time, if required, any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased become due prior to its stated maturity (which for any applicable grace period having expired); provided that this clause (f) shall not apply to any redemption, settlement, conversion (or satisfaction of a condition permitting holders of Convertible Bond Indebtedness to convert), required repurchase (or satisfaction of a condition permitting holders of Convertible Bond Indebtedness to require the purposes hereof shall include repurchase) or offer to repurchase of Convertible Bond Indebtedness in accordance with its terms and the satisfaction by the Borrower or any termination Subsidiary Guarantor of its obligations in connection therewith (other than, in either case, as a result of a default by the Borrower or any Subsidiary Guarantor thereunder or an event or other event resulting in of the settling type that constitutes an Event of payments due under a Derivative ContractDefault); or.

Indebtedness Cross-Default. (i) The Borrower, Any Borrower or any other Obligor, or any of their respective Subsidiaries Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if $1,000,000.00 or more (the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being foregoing, individually and collectively, “Material Indebtedness”); or (ii) (x) The the maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which other than as a result of any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of UHG’s equity securities shall not be subject to this clause (ii) so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock) of UHG pursuant to the purposes hereof shall include any termination event or other event resulting in the settling terms of payments due under a Derivative Contractsuch Indebtedness); or (iii) Any any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity (other than as a result of any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of UHG’s equity securities shall not be subject to this clause (iii) so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock) of UHG pursuant to the terms of such Indebtedness); or (iv) there occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include any termination event Borrower is a “Defaulting Party” (as defined therein), or other event resulting there occurs an “Early Termination Date” (as defined therein) in the settling respect of payments due under any Specified Derivatives Contract as a Derivative Contractresult of a “Termination Event” (as defined therein) as to which any Borrower is an “Affected Party” (as defined therein).

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due (after giving effect to any applicable cure period) and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse IndebtednessIndebtedness in respect of Derivatives Contracts) having an aggregate outstanding principal amount amount, in each case individually or in the aggregate with all other Indebtedness as to which such a failure exists, of $25,000,000 or more (or, or in the case of any Derivatives ContractNonrecourse Indebtedness, the marked to market value of such Derivative Contract if the Borrower is out of the money$75,000,000 or more) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Borrower or any of payments due under its Subsidiaries is an “Affected Party” (as defined therein) and the Derivatives Termination Value, without regard to the effect of any close-out netting provision, owed by the Parent or any of its Subsidiaries as a Derivative Contract)result thereof is $25,000,000 or more.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value) of, in each case individually or in the marked aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) an aggregate outstanding principal amount greater than or equal to (A) $50,000,000 (all such 25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or obligations under Derivative Contracts being (B) $75,000,000 in the case of Indebtedness that is Nonrecourse Indebtedness (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (which for the purposes hereof shall include any termination event or other event resulting iv) An Event of Default under and as defined in the settling of payments due under a Derivative Contract)Existing Credit Agreement shall occur.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, payable (following the principal of, expiration of any applicable grace or interest on, cure periods) in respect of (x) any Recourse Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse IndebtednessIndebtedness in respect of Derivatives Contracts) having an aggregate outstanding principal amount (or, individually or in the case aggregate with all other Recourse Indebtedness as to which such a failure exists, of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than $100,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”)) or (y) an amount of Indebtedness with respect to Derivatives Contracts, having individually or in the aggregate with all other Indebtedness with respect to Derivatives Contracts as to which such a failure exists, without regard to the effect of any close-out netting provision, Derivatives Termination Values of $25,000,000 or more; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event other than customary non-default mandatory prepayments triggered by asset sales, casualty events, equity issuances or other event resulting in the settling of payments due under a Derivative Contractdebt issuances); or (iii) Any other event shall have occurred and be continuing in respect of which would any applicable grace or cure period shall have expired so as to permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity (other than as a result of customary non-default mandatory prepayments triggered by asset sales, casualty events, equity issuances or debt issuances); or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein) and the Derivatives Termination Value, without regard to the effect of any close-out netting provision, owed by the Parent or any of its Subsidiaries as a result thereof, individually or in the settling aggregate with the Derivatives Termination Values of payments due under a Derivative Contract)all other Derivatives Contracts or Specified Derivatives Contracts with respect to which such events have occurred, is $25,000,000 or more.

Indebtedness Cross-Default. (i) The BorrowerAny Credit Party or any of its Subsidiaries shall default in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations, the Guaranty, ASC 840-40 lease financing obligations and Hedging Agreements entered into in the ordinary course of business in order to manage existing or anticipated commodity price risks) in a principal amount outstanding of at least $2,500,000 for the Credit Parties and any of their Subsidiaries in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any other Obligoragreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations, the Guaranty, ASC 840-40 lease financing obligations and Hedging Agreements entered into in the ordinary course of business in order to manage existing or anticipated commodity price risks) in a principal amount outstanding of at least $2,500,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any of their respective Subsidiaries other event shall fail to pay when due and payableoccur or condition exist, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case effect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personbeneficiary or beneficiaries) to cause, to accelerate with the maturity giving of any notice if required, such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (which for the purposes hereof automatically or otherwise); or (iii) any Credit Party or any of its Subsidiaries shall include breach or default any termination event or other event resulting in the settling of payments due under Hedging Agreement that is a Derivative Contract).Bank Product; or

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, subject to any applicable grace or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (orcure period, in the case respect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity, provided that any requirement for notice or lapse of time or any other condition has been satisfied; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Parent, the Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, having a Derivatives Termination Value in the settling aggregate amount of payments due under $50,000,000 or more. The provisions of the immediately preceding clauses (ii) and (iii) shall not apply to any Secured Indebtedness accelerated or required to be repaid or repurchased prior to the stated maturity thereof as a Derivative Contract)result of a casualty with respect to, or condemnation of, the Property securing such Secured Indebtedness.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Any Loan Party or any Subsidiary of their respective Subsidiaries any Loan Party shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked to market value effect of such Derivative Contract if the Borrower is any close-out of the moneynetting provision, a Derivatives Termination Value) greater than or equal to or exceeding $50,000,000 15,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); orthereof; (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary of the Parent Guarantor is a “Defaulting Party” (as defined therein); or (v) There occurs an “Event of Default” under and as defined in the settling of payments due under a Derivative Contract)Revolving Credit Agreement.

Indebtedness Cross-Default. (i) The BorrowerAny Credit Party or any of its Subsidiaries shall default in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations, the Guaranty, ASC 840-40 lease financing obligations and Hedging Agreements entered into in the ordinary course of business in order to manage existing or anticipated commodity price risks) in a principal amount outstanding of at least $5,000,000 for the Credit Parties and any of their Subsidiaries in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any Credit Party or any of its Subsidiaries shall default in the observance or performance of any other Obligoragreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations, the Guaranty, ASC 840-40 lease financing obligations and Hedging Agreements entered into in the ordinary course of business in order to manage existing or anticipated commodity price risks) in a principal amount outstanding of at least $5,000,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any of their respective Subsidiaries other event shall fail to pay when due and payableoccur or condition exist, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case effect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personbeneficiary or beneficiaries) to cause, to accelerate with the maturity giving of any notice if required, such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (which for the purposes hereof automatically or otherwise); or (iii) any Credit Party or any of its Subsidiaries shall include breach or default any termination event or other event resulting in the settling of payments due under Hedging Agreement that is a Derivative Contract).Bank Product; or

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if (x) $5,000,000 or more in the Borrower case of Indebtedness that is out of the money) greater than or equal to $50,000,000 (all such not Nonrecourse Indebtedness or obligations under Derivative Contracts being (y) $20,000,000 or more in the case of Nonrecourse Indebtedness (collectively, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which beyond all applicable grace and cure periods, which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for other than a mandatory prepayment resulting from the purposes hereof shall include voluntary sale or condemnation of, or a casualty event with respect to, any termination Property securing such Material Indebtedness; provided that such sale, condemnation or event does not otherwise cause a Default or other event resulting Event of Default hereunder and, with to any condemnation or casualty event, the Parent, the Borrower or such Subsidiary receives insurance proceeds with respect to such Property in the settling of payments due under a Derivative Contractan amount sufficient to repay such Material Indebtedness).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money(1) greater than $25,000,000 or equal more with respect to Non-Recourse Indebtedness, and/or (2) $50,000,000 15,000,000 or more with respect to Recourse Indebtedness (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred Intentionally Omitted; or (iv) There occurs an “Event of Default” under and be continuing as defined in any Derivatives Contract with a notional value in excess of $30,000,000 as to which would permit any holder or holders of Material Indebtednessthe Borrower, any trustee or agent acting on behalf of such holder or holders Loan Party or any other PersonSubsidiary is a “Defaulting Party” (as defined therein), to accelerate the maturity or there occurs an “Early Termination Date” (as defined therein) in respect of any such Material Indebtedness Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Borrower or require any such Material Indebtedness to be prepaid or repurchased prior to of its stated maturity Subsidiaries is an “Affected Party” (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contractas defined therein).

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payablepayable (following the expiration of any applicable grace or cure periods) in respect of (x) Recourse Indebtedness of the Parent, the principal of, Borrower or interest on, any Indebtedness or obligations under Derivative Contracts Subsidiary (other than (A) the Obligations Loans and (B) Nonrecourse Indebtednessthe Reimbursement Obligations) having an aggregate outstanding principal amount (oramount, individually or in the aggregate with all other Recourse Indebtedness as to which such a failure exits, in excess of $25,000,000, (y) Nonrecourse Indebtedness of the case Parent, the Borrower or any Subsidiary having an outstanding principal amount, individually or in the aggregate with all other Nonrecourse Indebtedness as to which such a failure exits, in excess of $50,000,000 or (z) an amount of Indebtedness with respect to Derivatives Contracts, having individually or in the aggregate with all other Indebtedness with respect to Derivatives Contracts as to which such a failure exits, without regard to the effect of any close-out netting provision, Derivatives Contract, the marked to market value Termination Values of such Derivative Contract if the Borrower is out $25,000,000 or more (each of the moneyIndebtedness described in clauses (x), (y) greater than or equal to $50,000,000 and (all such Indebtedness or obligations under Derivative Contracts being z) above, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness (other than in relation to Derivatives Contracts) shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event other than mandatory prepayments triggered by asset sales, casualty events, equity issuances or other event resulting in the settling of payments due under a Derivative Contractdebt issuances); or (iii) Any other event shall have occurred and be continuing which which, with or without the giving of notice (but in any event after the expiration of any applicable cure or grace periods), would permit any holder or holders of any Material IndebtednessIndebtedness (other than in relation to Derivatives Contracts), any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity and all applicable grace or cure periods shall have expired; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Parent, the Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Parent or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein), in each case with respect to Material Indebtedness.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, payable of the principal of, or interest onon (after giving effect to the expiration of any grace period for such payment), any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Loans but including Secured Indebtedness accelerated or required to be prepaid or repurchased prior to the stated maturity as a result of a casualty with respect to, or condemnation of, the Property securing such Secured Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than $25,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing (and any related grace period shall have expired) which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (which for the purposes hereof iv) Any Loan Party shall include any termination event or other event resulting fail to pay when due and payable amounts in excess of $25,000,000 in the settling aggregate owing in respect of payments due any Derivatives Contracts; or (v) An “Event of Default” under and as defined in the Existing Credit Agreement shall have occurred and be continuing; provided, however, if a Derivative Contractlender under the Existing Credit Agreement has agreed to waive such “Event of Default” under the Existing Credit Agreement and such lender is also a Lender under this Agreement, then such Lender shall also be deemed to have waived the corresponding Event of Default under this Section 10.1.(d)(v). The provisions of the immediately preceding clauses (ii) and (iii) shall not apply to any Secured Indebtedness accelerated, or required to be prepaid or repurchased prior to the stated maturity thereof, as a result of a casualty with respect to, or condemnation of, the Property securing such Secured Indebtedness.

Indebtedness Cross-Default. (i) The BorrowerAny Credit Party shall default (on or after the Closing Date) in any payment of principal of or interest on any Indebtedness (other than the Loans and the Guaranty, and the 2007 Senior Unsecured Convertible Notes Default (provided that the 2007 Senior Unsecured Convertible Notes Default is cured within the applicable grace period)) in a principal amount outstanding of at least $15,000,000 for the Borrower and any of its Subsidiaries in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) other than with respect to a breach of financial covenants under the First Lien Credit Agreement, any Credit Party shall default in the observance or performance of any other Obligoragreement or condition relating to any Indebtedness (other than the Loans and the Guaranty) in a principal amount outstanding of at least $15,000,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any of their respective Subsidiaries other event shall fail to pay when due and payableoccur or condition exist, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case effect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent acting 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 otherwise required to be repurchased, prepaid or redeemed prior to its stated maturity; or (iii) any other Person, to accelerate Credit Party shall default in the maturity observance or performance of any financial covenants under the First Lien Credit Agreement, and either (x) such Material default shall result in the Indebtedness or require any such Material Indebtedness to be prepaid or repurchased under the First Lien Credit Agreement becoming due prior to its stated maturity or (y) the September 30, 2011 deadline (or such later date to which for such deadline is extended pursuant to the purposes hereof shall include any termination event or other event resulting RSAs) under the RSAs to consummate the Restructuring, issue the First Lien Secured Notes and the Second Lien Secured Notes (each as defined in the settling of payments due under a Derivative Contract).RSAs) and close the Exchange Offer shall have passed; or

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) The Borrower, any other Obligor, or any default in the payment of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (Athe Loans or any Reimbursement Obligation) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount of which Indebtedness is in excess of the Threshold Amount beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount (or, in the case of with respect to any Derivatives ContractHedge Agreement, the marked to market value Hedge Termination Value) of such Derivative Contract if the Borrower which Indebtedness is out in excess of the money) greater than Threshold Amount or equal to $50,000,000 (all such Indebtedness contained in any instrument or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument agreement evidencing, providing for securing or relating thereto or any other event shall occur or condition exist, the creation effect of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personholders) to cause, to accelerate with the maturity giving of notice and/or lapse of time, if required, any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased become due prior to its stated maturity (which for any applicable grace period having expired); provided, that, none of (A) the purposes hereof shall include any termination occurrence of an event or other event resulting condition entitling holders of Indebtedness of the Borrower to convert such Indebtedness to Capital Stock of the Borrower (or to settle any Hedge Agreement entered into in connection therewith), (B) the settling coming due of payments due any secured Indebtedness as a result of any Asset Disposition permitted pursuant to Section 9.5 of the assets securing such Indebtedness, or (C) voluntary prepayments, tender offers or calls of Indebtedness permitted under a Derivative Contract)this Agreement shall constitute an Event of Default hereunder.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse Indebtednessany Indebtedness in respect to any Derivatives Contract) having an aggregate outstanding principal amount (or, individually or in the aggregate with all other Indebtedness as to which such a failure exists) of $10,000,000 or more (or $100,000,000 or more in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the moneyNon-Recourse Indebtedness) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of Material Indebtednessany Recourse Indebtedness having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure exists) of $50,000,000 or more (other than the Loans and Reimbursement Obligations and any Indebtedness in respect to any Derivatives Contract), any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Recourse Indebtedness or require any such Material Recourse Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (which for iv) The Parent, the purposes hereof Borrower, any other Loan Party or any other Subsidiary shall include any termination event fail to pay when due (after giving effect to all applicable notice and cure rights) payments in respect of Derivatives Contracts in an aggregate amount of $10,000,000 or other event resulting in the settling of payments due under a Derivative Contract)more.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Loans, Reimbursement Obligations and (B) Nonrecourse IndebtednessIndebtedness under Specified Derivatives Contracts) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract that is not a Specified Derivatives Contract, having, without regard to the marked effect of any close-out netting provisions, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if $5,000,000 or more (or in the Borrower is out case of the moneyNonrecourse Indebtedness, $25,000,000 or more) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Borrower or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable (after giving effect to any applicable grace or cure period) the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value) of, in each case individually or in the marked aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) an aggregate outstanding principal amount greater than or equal to (A) $50,000,000 (all such 25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or obligations under Derivative Contracts being (B) $75,000,000 in the case of Indebtedness that is Nonrecourse Indebtedness (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); orthereof; (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (which for the purposes hereof iv) An Event of Default under and as defined in eitherthe Existing Term Loan Agreement shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)occur.

Indebtedness Cross-Default. (i) The Spirit REIT, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money(1) greater than $75,000,000 or equal more with respect to recourse Indebtedness, and/or (2) $50,000,000 250,000,000 or more with respect to Nonrecourse Indebtedness (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); provided, that notice from the Borrower of the intent to execute a deed-in-lieu of foreclosure (or otherwise deliver the collateral securing the facility to lender), judicial foreclosure or other similar satisfaction of such Nonrecourse Indebtedness shall be a cure to such Event of Default; or (ii) Subject to the proviso at the end of clause (d)(i) above, (x) The the maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any Subject to the proviso at the end of clause (d)(i) above, any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)maturity.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of (x) any Recourse Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse Indebtednessor Indebtedness of Unconsolidated Affiliates) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other such Indebtedness as to market value which such a failure exists, of $10,000,000 or more or (y) any Nonrecourse Indebtedness (other than Indebtedness of Unconsolidated Affiliates) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other such Derivative Contract if the Borrower is out Indebtedness as to which such a failure exists, of the money) greater than or equal to $50,000,000 or more (all such Indebtedness or obligations under Derivative Contracts being clause (x) and clause (y) collectively, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, arising from a default in payment of amounts individually or in the settling aggregate with all other such defaulted payments, of payments due under a Derivative Contract)$10,000,000 or more.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, payable in the case respect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity, provided that any requirement for notice or lapse of time or any other condition has been satisfied; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Parent, the Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Parent, the Borrower or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Any Loan Party or any Subsidiary of their respective Subsidiaries any Loan Party shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked to market value effect of such Derivative Contract if the Borrower is any close-out of the moneynetting provision, a Derivatives Termination Value) greater than or equal to or exceeding $50,000,000 15,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); orthereof; (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary of the Parent Guarantor is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein); or (v) There occurs an “Event of Default” under and as defined in the settling of payments due under a Derivative Contract)Term Loan Agreement.

Indebtedness Cross-Default. Any Credit Party or any Material Subsidiary shall (i) The Borrowerdefault in any payment of principal of or interest on any Indebtedness (including the Private Placement Debt, but excluding the Loans, Reimbursement Obligations and the Guaranties hereunder) in a principal amount outstanding of at least $5,000,000 in the aggregate for the Credit Parties and their Subsidiaries beyond the period of grace (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default in the observance or performance of any other Obligoragreement or condition relating to any Indebtedness (including the Private Placement Debt, but excluding the Loans, Reimbursement Obligations and the Guaranties hereunder) in a principal amount outstanding of at least $5,000,000 in the aggregate for the Credit Parties or their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any of their respective Subsidiaries other event shall fail to pay when due and payableoccur or condition exist, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case effect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personbeneficiary or beneficiaries) to cause, to accelerate with the maturity giving of any notice if required, such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased become due prior to its stated maturity or (which for the purposes hereof iii) any Credit Party or any of its Subsidiaries shall include breach or default any termination event or other event resulting in the settling of payments due payment obligation under a Derivative Contract).any Secured Hedging Agreement; or

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Subsidiary or any of their respective Subsidiaries other Loan Party shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts Subordinated Debt (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessIndebtedness of Excluded Subsidiaries) having an aggregate outstanding principal amount of $10,000,000 or more (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “"Material Indebtedness”)") or any Excluded Subsidiary shall fail to pay when due and payable the principal of, or interest on, Nonrecourse Indebtedness having an aggregate outstanding principal amount of $75,000,000 or more; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or both, would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)maturity.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness (after giving effect to any applicable notice or obligations cure periods under Derivative Contracts such Indebtedness) (other than (A) the Loans, Reimbursement Obligations and (B) Nonrecourse IndebtednessDerivatives Contracts) having an aggregate outstanding principal amount amount, in each case individually or in the aggregate with all other Indebtedness as to which such a failure exists, of $75,000,000 or more (or, or in the case of any Derivatives ContractNonrecourse Indebtedness, the marked to market value of such Derivative Contract if the Borrower is out of the money$165,000,000 or more) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being in each case, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof thereof, in each case of this clause (which for y), other than as a result of the purposes hereof shall include any termination event sale or other event resulting in transfer of the settling of payments due under a Derivative Contract)collateral for any such Material Indebtedness that is Secured Indebtedness; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity (which for the purposes hereof shall include any termination maturity; provided that upon Administrative Agent’s receipt of evidence that such event has been waived in writing by such holder, holders, trustee, agent or other Person holding any such Material Indebtedness, such event resulting shall automatically cease to constitute an Event of Default hereunder; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which the Parent, the Borrower, any other Loan Party or any other Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, if the Derivatives Termination Value payable by the Parent, the Borrower, any other Loan Party or any other Subsidiary exceeds $75,000,000 in the settling aggregate. (v) Prior to the Security Release Date, the Parent, the Borrower, any other Loan Party or any Subsidiaries shall (x) fail to make a payment when due and payable with respect to the Senior Notes or the High Yield Notes (if issued) (after giving effect to any respective applicable notice or cure periods thereunder), (y) the maturity of payments due any Indebtedness under a Derivative Contractthe Senior Notes or Senior Notes Agreement or High Yield Notes or High Yield Notes Agreement (if any) shall have been accelerated in accordance with the terms thereof or the Senior Notes or the High Yield Notes (if any) shall be required to be prepaid, repurchased, redeemed or defeased prior to the stated maturity thereof or (z) any other event shall have occurred and be continuing which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any the Senior Notes or the High Yield Notes (if any), any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any of the Senior Notes or the High Yield Notes (if any) or require any Indebtedness under the Senior Notes or the High Yield Notes to be prepaid, repurchased, redeemed or defeased prior to its stated maturity; provided that upon Administrative Agent’s receipt of evidence that such event has been waived in writing by such holder, holders, trustee, agent or other Person holding such Senior Notes or High Yield Notes (if any), such event shall automatically cease to constitute an Event of Default hereunder.; provided, that, the parties agree that no Loan Party shall have any liability under this clause (d) with respect to (x) the Senior Notes and the Senior Notes Agreement to the extent the Senior Notes are repaid in full in accordance with Section 2.8.(b)(iv)(D) or (y) the High Yield Notes if not issued.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payablepayable (following the expiration of any applicable grace or cure periods) in respect of (x) Recourse Indebtedness of the Parent, the principal of, Borrower or interest on, any Indebtedness or obligations under Derivative Contracts Subsidiary (other than (A) the Obligations Loans and (B) Nonrecourse Indebtednessthe Reimbursement Obligations) having an aggregate outstanding principal amount (oramount, individually or in the aggregate with all other Recourse Indebtedness as to which such a failure exits, in excess of $20,000,000, (y) Nonrecourse Indebtedness of the case Parent, the Borrower or any Subsidiary having an outstanding principal amount, individually or in the aggregate with all other Nonrecourse Indebtedness as to which such a failure exits, in excess of $100,000,000 or (z) an amount of Indebtedness with respect to Derivatives Contracts, having individually or in the aggregate with all other Indebtedness with respect to Derivatives Contracts as to which such a failure exits, without regard to the effect of any close-out netting provision, Derivatives Contract, the marked to market value Termination Values of such Derivative Contract if the Borrower is out $20,000,000 or more (each of the moneyIndebtedness described in clauses (x), (y) greater than or equal to $50,000,000 and (all such Indebtedness or obligations under Derivative Contracts being z) above, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event other than mandatory prepayments triggered by asset sales, casualty events, equity issuances or other event resulting in the settling of payments due under a Derivative Contractdebt issuances); or (iii) Any other event shall have occurred and be continuing which would permit permits any holder or holders of Material Indebtedness other than Nonrecourse Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity and all applicable grace or cure periods shall have expired; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Parent, the Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Parent or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein), in each case with respect to Material Indebtedness.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, after giving effect to the principal ofexpiration of any grace period for such payment, or interest on, in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount of (ora “Material Indebtedness”) $75,000,000, in the case of recourse Indebtedness of, or guaranteed by, Borrower, any Derivatives Contractother Loan Party or any other Subsidiary, individually or in the marked aggregate with all other Indebtedness as to market value of which such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”)a failure exists; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which other than as a result of (A) customary non-default mandatory prepayment requirements associated with asset sales, casualty events, debt or equity issuances, extraordinary receipts or borrowing base limitations and (B) any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the Borrower’s equity securities shall not be subject to this clause (ii) so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock) of the purposes hereof shall include any termination event or other event resulting in Borrower pursuant to the settling terms of payments due under a Derivative Contractsuch Indebtedness); or (iii) Any other event shall have occurred and be continuing (including the expiration of any applicable cure periods) which would permit permits any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity (which other than as a result of (A) customary non-default mandatory prepayment requirements associated with asset sales, casualty events, debt or equity issuances, extraordinary receipts or borrowing base limitations and (B) any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the Borrower’s equity securities shall not be subject to this clause (iii) so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock) of the purposes hereof shall include any termination event or other event resulting in Borrower pursuant to the settling terms of payments due under a Derivative Contractsuch Indebtedness).; or

Indebtedness Cross-Default. (i) The Parent, the Borrower, any Guarantor, any other Obligor, Loan Party or any other Subsidiary of their respective Subsidiaries the Parent shall fail to pay when due and payable, payable the principal of, or interest on, (x) on any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Loans or Nonrecourse Indebtedness) having or any Contingent Obligations, which Indebtedness or Contingent Obligations have an aggregate outstanding principal amount of $10,000,000 or more or (ory) on any Nonrecourse Indebtedness, in the case which Indebtedness have an aggregate outstanding principal amount of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than $20,000,000 or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); ormore; (ii) Any such Indebtedness or Contingent Obligations shall have (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prepaid prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); orthereof; (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, a determination of materiality, the satisfaction of any condition or any combination of the foregoing, would permit any holder or holders of Material Indebtednesssuch Indebtedness or Contingent Obligations, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or Contingent Obligations or require any such Material Indebtedness or Contingent Obligations to be prepaid or repurchased prior to its stated maturity maturity; or (iv) there occurs under any Hedging Agreement in effect between any Loan Party and any Lender (or affiliate of a Lender) an Early Termination Date (as defined in such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which for any Loan Party is the purposes hereof shall include Defaulting Party (as defined in such Hedging Agreement) or (B) any termination event or other event resulting in the settling of payments due Termination Event (as so defined) under a Derivative Contractsuch Hedging Agreement as to which any Loan Party is an Affected Party (as so defined).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) any Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness (other than any Nonrecourse Indebtedness) as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than $125,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”)) and such failure shall continue beyond any applicable cure periods; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract constituting Material Indebtedness as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract constituting Material Indebtedness as a result of a “Termination Event” (as defined therein) as to which the settling Borrower or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein).

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payablepayable in respect of (either in a single instance or on a cumulative basis) (x) Recourse Indebtedness of the Parent, the principal of, Borrower or interest on, any Indebtedness or obligations under Derivative Contracts Subsidiary (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount in excess of $20,000,000, (ory) Nonrecourse Indebtedness of the Parent, the Borrower or any Subsidiary having an aggregate outstanding principal amount in excess of $75,000,000 or (z) an aggregate amount of Indebtedness with respect to Derivatives Contracts, having, without regard to the case effect of any close-out netting provision, Derivatives Contract, the marked to market value Termination Values of such Derivative Contract if the Borrower is out $10,000,000 or more (each of the moneyIndebtedness described in clauses (x), (y) greater than or equal to $50,000,000 and (all such Indebtedness or obligations under Derivative Contracts being z) above, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Parent, the Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Parent or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein), in each case with respect to Material Indebtedness.

Indebtedness Cross-Default. (i) The Spirit REIT, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money(1) greater than $75,000,000 or equal more with respect to recourse Indebtedness, and/or (2) $50,000,000 250,000,000 or more with respect to Nonrecourse Indebtedness (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); provided, that notice from the Borrower of the intent to execute a deed-in-lieu of foreclosure (or otherwise deliver the collateral securing the facility to lender), judicial foreclosure or other similar satisfaction of such Nonrecourse Indebtedness shall be a cure to such Event of Default; or (ii) Subject to the proviso at the end of clause (d)(i) above, (x) The the maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any Subject to the proviso at the end of clause (d)(i) above, any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract).maturity. DB1/ 113000430.10

Indebtedness Cross-Default. (i) The Borrower, any other ObligorLoan Party, or any of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessObligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than $25,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or; (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or; (iii) Any other event shall have occurred and be continuing which with or without the passage of time, the giving of notice, or both, would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or (iv) An Event of Default under and as defined in the Existing Term Loan Agreement shall occur.

Indebtedness Cross-Default. (i) The A Borrower, any other Obligor, or any of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessObligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 20,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or; (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or; (iii) Any other event shall have occurred and be continuing which with or without the passage of time, the giving of notice, or both, would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or (iv) An Event of Default under and as defined in the Existing Credit Agreement shall occur.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, or any of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, (x) any Indebtedness (including the Revolving Credit Facility) or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 10,000,000 or (y) any Nonrecourse Indebtedness having an aggregate outstanding principal amount greater than or equal to $20,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract).

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any other Subsidiary of their respective Subsidiaries the Parent shall fail to pay make any payment when due and payable, the principal of, payable (after giving effect to applicable grace or interest on, cure periods) in respect of any Recourse Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value), in each case individually or in the marked aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 or more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with the giving of notice, if required, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Early Termination Date” under and as defined in any Derivatives Contract as to which for the purposes hereof Borrower, any Loan Party or any other Subsidiary of the Parent is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of the Subsidiaries of the Parent is an “Affected Party” (as defined therein), in each case, solely to the extent such Derivatives Contract or Specified Derivatives Contract is Material Indebtedness; provided that this clause (d) shall include not apply to any termination event redemption, conversion or other event resulting settlement of any such Indebtedness that is convertible into Equity Interests in the settling Parent (and cash in lieu of payments due under fractional shares or units) and/or cash (in lieu of such Equity Interests in an amount determined by reference to the price of the common stock of the Parent at the time of such redemption, conversion or settlement) pursuant to its terms unless such redemption, conversion or settlement results from a Derivative Contract)default thereunder or an event of a type that constitutes an Event of Default.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, payable in the case respect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity, provided that any requirement for notice or lapse of time or any other condition has been satisfied; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Parent, the Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein). (v) An “Event of Default” under and as defined in the settling of payments due under a Derivative Contract)Existing Credit Agreement shall occur.

Indebtedness Cross-Default. (i) The Parent, any Borrower, any other ObligorGuarantor, any Development Affiliate Guarantor or any other Subsidiary of their respective Subsidiaries the Parent or any Borrower shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (Athe Loans) the or any Contingent Obligations, which Indebtedness or Contingent Obligations and (B) Nonrecourse Indebtedness) having have an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than $5,000,000 or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); ormore; (ii) Any such Indebtedness or Contingent Obligations shall have (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prepaid prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, a determination of materiality, the satisfaction of any condition or any combination of the foregoing, would permit any holder or holders of Material Indebtednesssuch Indebtedness or Contingent Obligations, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or Contingent Obligations or require any such Material Indebtedness or Contingent Obligations to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)maturity.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) The Borrower, any other Obligor, or any default in the payment of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (Athe Loans or any Reimbursement Obligation) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (orincluding undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond the period of grace if any, provided in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than instrument or equal to $50,000,000 (all agreement under which such Indebtedness was created, or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity default in the observance or performance of any Material other agreement or condition relating to any Indebtedness shall have been accelerated (other than the Loans or any Reimbursement Obligation) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in accordance with excess of the provisions of Threshold Amount or contained in any indenture, contract instrument or instrument agreement evidencing, providing for securing or relating thereto or any other event shall occur or condition exist, the creation effect of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting or condition referred to in clause (i) or clause (ii) is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Person, holders) to accelerate the maturity of cause any such Material Indebtedness or require any such Material Indebtedness to be prepaid become redeemable, due, liquidated or repurchased otherwise payable prior to its stated maturity (which for maturity(whether upon acceleration or otherwise) and/or to be secured by cash collateral; provided that so long as the purposes hereof shall include any termination event or other event resulting Obligations under this Agreement have not been accelerated and no remedies have been exercised in accordance with the Loan Documents as a result of an Event of Default arising solely under this Section 10.1(f), then upon the express written waiver of such default in the settling observance or performance of payments due any other agreement or condition relating to any Indebtedness giving rise to an Event of Default under a Derivative Contractthis Section 10.1(f)., such Event of Default under this Section 10.1(f) shall be considered immediately and automatically waived hereunder. ​ ​

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Any Loan Party or any Subsidiary of their respective Subsidiaries any Loan Party shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked to market value effect of such Derivative Contract if the Borrower is any close-out of the moneynetting provision, a Derivatives Termination Value) greater than or equal to or exceeding $50,000,000 15,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); orthereof; (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary of the Parent Guarantor is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Parent, the Borrower or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein).

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (1) (i) The Borrower, any other Obligor, or any default in the payment of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (Athe Loans, any Reimbursement Obligation or Indebtedness with respect to any Hedge Agreement) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (orof which Indebtedness is in excess of the Threshold Amount beyond the period of grace if any, provided in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than instrument or equal to $50,000,000 (all agreement under which such Indebtedness was created, or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity default in the observance or performance of any Material other agreement or condition relating to any Indebtedness (other than the Loans, any Reimbursement Obligation or any Indebtedness with respect to any Hedge Agreement) the aggregate outstanding of which Indebtedness is in excess of the Threshold Amount or any other event shall have been accelerated in accordance with occur or condition exist, the provisions effect of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personholders) to cause, to accelerate with the maturity giving of notice and/or lapse of time, if required, any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased become due prior to its stated maturity (which for any applicable grace period having expired), provided that this clause (ii) shall not apply to secured Indebtedness permitted under Section 9.1 that becomes due as a result of the purposes hereof shall include voluntary sale or transfer of the property or assets securing such Indebtedness or (2) default in the observance or performance of any termination event or other event of its obligations under any Hedge Agreement resulting in the settling exercise by the counterparty thereunder of payments due its right to terminate its position under such Hedge Agreement, and the Hedge Termination Value owed by any Credit Party or Subsidiary thereof as a Derivative Contract)result of such termination is greater than the Threshold Amount.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, or any of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, (x) any Recourse Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessObligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract provided that, if the Borrower is not out of the money, such marked to market value shall be deemed to be zero) greater than or equal to $50,000,000 2,000,000 or (y) any Nonrecourse Indebtedness having an aggregate outstanding principal amount greater than or equal to $10,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract).

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any other Subsidiary of their respective Subsidiaries the Parent shall fail to pay make any payment when due and payable, the principal of, payable (after giving effect to applicable grace or interest on, cure periods) in respect of any Recourse Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value), in each case individually or in the marked aggregate with all other Recourse Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 or more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with the giving of notice, if required, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Early Termination Date” under and as defined in any Derivatives Contract as to which for the purposes hereof Borrower, any Loan Party or any other Subsidiary of the Parent is a “Defaulting Party” (as defined therein), solely to the extent such Derivatives Contract is Material Indebtedness; provided that this clause (d) shall include not apply to any termination event redemption, conversion or other event resulting settlement of any such Indebtedness that is convertible into Equity Interests in the settling Parent (and cash in lieu of payments due under fractional shares or units) and/or cash (in lieu of such Equity Interests in an amount determined by reference to the price of the common stock of the Parent at the time of such redemption, conversion or settlement) pursuant to its terms unless such redemption, conversion or settlement results from a Derivative Contract)default thereunder or an event of a type that constitutes an Event of Default.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) The Borrower, any other Obligor, or any default in the payment of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (Athe Loans or any Reimbursement Obligation) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (orincluding undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond the period of grace if any, provided in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than instrument or equal to $50,000,000 (all agreement under which such Indebtedness was created, or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity default in the observance or performance of any Material other agreement or condition relating to any Indebtedness shall have been accelerated (other than the Loans or any Reimbursement Obligation) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in accordance with excess of the provisions of Threshold Amount or contained in any indenture, contract instrument or instrument agreement evidencing, providing for securing or relating thereto or any other event shall occur or condition exist, the creation effect of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personholders) to cause, to accelerate with the maturity giving of notice and/or lapse of time, if required, any such Material Indebtedness to (A) become due, or require any to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be prepaid or repurchased made, prior to its stated maturity (which for any applicable grace period having expired) or (B) be cash collateralized; provided this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the purposes hereof shall include any termination event voluntary sale or other event resulting in transfer of the settling of payments due under a Derivative Contract)Property securing such Indebtedness.

Indebtedness Cross-Default. (i) The Any Borrower, any other ObligorLoan Party, or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than the Loans) (Ax) in the Obligations and (B) case of Indebtedness other than Nonrecourse Indebtedness) , having an aggregate outstanding principal amount (or, or in the case of any Derivatives Contract, having a Derivatives Termination Value) of $25,000,000 or more, or (y) in the marked to market value case of Nonrecourse Indebtedness, having an outstanding principal amount of $250,000,000 or more (any such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being Indebtedness, “Material Indebtedness”), and in any such case such failure shall continue beyond any applicable notice and cure periods; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; provided that this clause (iii) shall not apply to any Material Indebtedness with respect to which for an Unconsolidated Affiliate of the purposes hereof shall include Parent is the primary obligor and with respect to which the Parent, another Borrower or any termination other Subsidiary has provided a Guaranty unless the holder of such Material Indebtedness has demanded payment of such Material Indebtedness from the Parent, another Borrower or any other Subsidiary or has taken any action described in the foregoing clause (ii); Notwithstanding the foregoing provisions of this clause (d), no default, event of default, acceleration or other action in connection with a Guaranty by a Loan Party of Indebtedness secured by a mortgage on a non-Borrowing Base Property shall constitute an Event of Default pursuant to this clause (d) until the earliest to occur of (1) a proceeding has been commenced in any court of competent jurisdiction with respect to the Guaranty, (2) if the applicable Loan Party has agreed in writing that a default or event resulting of default that would permit acceleration of the Guaranty has occurred, 45 days following the expiration or termination of any forbearance agreement (or, if more than one, the latest to expire) entered into with respect to such default or event of default, provided that such default or event of default has not been waived or cured and no further forbearance agreement has been entered into, during such period, or (3) such Loan Party makes a payment or agrees to make a payment in the settling satisfaction of payments due under a Derivative Contract)any claim made on such Guaranty in connection with such event of default, acceleration or other action.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable (after giving effect to any applicable grace or cure period) the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value) of, in each case individually or in the marked aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) an aggregate outstanding principal amount greater than or equal to (A) $50,000,000 (all such 25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or obligations under Derivative Contracts being (B) $75,000,000 in the case of Indebtedness that is Nonrecourse Indebtedness (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (which for the purposes hereof shall include any termination event or other event resulting iv) An Event of Default under and as defined in the settling of payments due under a Derivative Contract)Existing Credit Agreement shall occur.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, any payable in respect of (x) Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse Indebtednessany Indebtedness in respect to any Derivatives Contract) having an aggregate outstanding principal amount of $25,000,000 or more (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”; for the avoidance of doubt, Material Indebtedness shall not include any Indebtedness of a Person’s Unconsolidated Affiliates that such Person has not Guaranteed or is not otherwise recourse to such Person); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (which for iv) The Parent, the purposes hereof Borrower, any other Loan Party or any other Subsidiary shall include any termination event fail to pay when due (after giving effect to all applicable notice and cure rights) payments in respect of Derivatives Contracts in an aggregate amount of $25,000,000 or other event resulting in the settling of payments due under a Derivative Contract)more.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable (after giving effect to any applicable grace or cure period) the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value) of, in each case individually or in the marked aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) an aggregate outstanding principal amount greater than or equal to (A) $50,000,000 (all such 25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or obligations under Derivative Contracts being (B) $75,000,000 in the case of Indebtedness that is Nonrecourse Indebtedness (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)maturity.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) The Borrowerdefault in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount (or with respect to any Hedge Agreement, the Net Hedging Obligations) of which Indebtedness is in excess of the Threshold Amount beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding amount (or with respect to any Hedge Agreement, the Net Hedging Obligations) of which Indebtedness is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, any other Obligor, or any of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts event (other than (Ax) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (or, in the case any event that permits holders of any Derivatives Contract, the marked Permitted Convertible Indebtedness to market value of convert such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) the conversion of any Material Indebtedness shall have been required to be prepaidPermitted Convertible Indebtedness, redeemedin either case, defeased or repurchased prior to into common stock of the stated maturity thereof Borrower (which for the purposes hereof shall include any termination event or other event resulting securities or property following a merger event, reclassification or other change of the common stock of the Borrower), cash or a combination thereof in accordance with the settling terms of payments due under a Derivative Contract); or (iiithe indenture governing such Permitted Convertible Indebtedness) Any shall occur or other event condition shall have occurred and be continuing exist, the effect of which would is to cause, or to permit any the holder or holders of Material Indebtedness, any such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or holders) to cause any other Personsuch Indebtedness, with the giving of notice and/or lapse of time, if required, to accelerate the maturity of any such Material Indebtedness become due or require any such Material Indebtedness to otherwise be required to be prepaid repurchased, prepaid, defeased or repurchased redeemed, in each such case, prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contractapplicable grace period having expired).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of (x) any Recourse Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans or Indebtedness of Unconsolidated Affiliates) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked to market value effect of such Derivative Contract if any close-out netting provision, a Derivatives Termination Value), in each case individually or in the Borrower is out of the money) greater than or equal to $50,000,000 (aggregate with all other such Indebtedness as to which such a failure exists, of $25,000,000 or obligations under Derivative Contracts being more or (y) any Nonrecourse Indebtedness (other than Indebtedness of Unconsolidated Affiliates) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other such Indebtedness as to which such a failure exists, of $25,000,000 or more (clause (x) and clause (y) collectively, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, arising from a default in payment of amounts individually or in the settling aggregate with all other such defaulted payments, of payments due $10,000,000 or more; or (v) There occurs an “Event of Default” under a Derivative Contract)and as defined in the Revolving Credit Agreement.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Subsidiary or any of their respective Subsidiaries other Loan Party shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts Subordinated Debt (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessIndebtedness of Excluded Subsidiaries) having an aggregate outstanding principal amount of $10,000,000 or more (or, in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”)) or any Excluded Subsidiary shall fail to pay when due and payable the principal of, or interest on, Nonrecourse Indebtedness having an aggregate outstanding principal amount of $75,000,000 or more; or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or both, would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)maturity.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable (after giving effect to any applicable grace or cure period) the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having a Derivatives Termination Value) of, in each case individually or in the marked aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money) an aggregate outstanding principal amount greater than or equal to (A) $50,000,000 (all such 25,000,000 in the case of Indebtedness that is not Nonrecourse Indebtedness or obligations under Derivative Contracts being (B) $75,000,000 in the case of Indebtedness that is Nonrecourse Indebtedness (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); orthereof; (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (which for the purposes hereof iv) An Event of Default under and as defined in either Existing Term Loan Agreement shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)occur.

Indebtedness Cross-Default. (i) The Borrower, Borrower or any other Obligor, or any of their respective Subsidiaries Loan Party shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (orpermit there to exist a default resulting in, in the case of any Derivatives Contractor permitting, the marked to market value acceleration of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness) or resulting from any failure to repay on the maturity thereof, or (B) have been required to repay or repurchase the full amount of the obligations thereunder prior to the stated maturity thereof, (x) any Recourse Indebtedness (other than the Loan) in excess of $25,000,000 in the aggregate, or (y) any Material Nonrecourse Indebtedness in excess of $75,000,000 in the aggregate, or (z) under the Revolving Credit Agreement; provided that Nonrecourse Indebtedness under this clause shall have been required to be prepaidnot include those loans designated as “Excluded Loans” set forth on Schedule 11.1(d)(i). Notwithstanding this clause (d), redeemed, defeased or repurchased prior with respect to the stated maturity thereof loans set forth on Schedule 11.1(d)(ii), if the only alleged default arising thereunder is due to an allegedly non-permitted transfer (and any defaults related thereto) which for occurred when Borrower acquired the purposes hereof shall include any termination event Persons or other event resulting assets in the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material transaction subject to such Indebtedness, which alleged default has previously been disclosed in Borrower’s publically filed financial statements, then such default (and any trustee defaults related thereto) shall not be deemed as “permitting acceleration” or agent acting on behalf of such holder repayment or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due repurchase under a Derivative Contract)this clause.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse Indebtednessany Indebtedness in respect to any Derivatives Contract) having an aggregate outstanding principal amount (or, individually or in the aggregate with all other Indebtedness as to which such a failure exists) of $10,000,000 or more (or $100,000,000 or more in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the moneyNon-Recourse Indebtedness) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of Material Indebtednessany Recourse Indebtedness having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure exists) of $50,000,000 or more (other than the Loans and Reimbursement Obligations and any Indebtedness in respect to any Derivatives Contract), any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Recourse Indebtedness or require any such Material Recourse Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (which for iv) The Parent, the purposes hereof Borrower, any other Loan Party or any other Subsidiary shall include any termination event fail to pay when due (after giving effect to all applicable notice and cure rights) payments in respect of Derivatives Contracts in an aggregate amount of $10,000,000 or other event resulting in the settling of payments due under a Derivative Contract)more.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Subsidiary or any of their respective Subsidiaries other Loan Party shall fail to pay when due and payabledue, within any applicable cure period, the principal of, or interest on, (A) any Indebtedness or obligations under Derivative Contracts (other than the Loans, any Nonrecourse Indebtedness and Indebtedness in respect of the Revolving Credit Agreement and related documents) having an aggregate outstanding amount of $20,000,000 or more (such Indebtedness described in this clause (A), “Material Recourse Indebtedness”) the Obligations and or (B) any Nonrecourse Indebtedness) Indebtedness having an aggregate outstanding principal amount of $40,000,000 or more (orsuch Nonrecourse Indebtedness described in this clause (B), in “Material Nonrecourse Indebtedness”; and together with the case of any Derivatives ContractMaterial Recourse Indebtedness, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit permits any holder or holders of any Material Indebtedness, or any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (iv) As a result of the failure of PPI, the Borrower, any other Loan Party or any other Subsidiary to perform or observe any term, covenant, condition or agreement contained in any Derivatives Contract to which for it is a party, such Derivatives Contract is terminated by the purposes hereof shall include any termination event counterparty thereof as a result of such failure and the Derivatives Termination Value owed by such Person as a result thereof is $20,000,000 or other event resulting more; or (v) An Event of Default under and as defined in the settling of payments due under a Derivative Contract)Revolving Credit Agreement shall exist.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payablepayable in respect of (either in a single instance or on a cumulative basis) (x) Recourse Indebtedness of the Parent, the principal of, Borrower or interest on, any Indebtedness or obligations under Derivative Contracts Subsidiary (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount in excess of $20,000,000, (ory) Nonrecourse Indebtedness of the Parent, the Borrower or any Subsidiary having an aggregate outstanding principal amount in excess of $75,000,000 or (z) an aggregate amount of Indebtedness with respect to Derivatives Contracts, having, without regard to the case effect of any close-out netting provision, Derivatives Contract, the marked to market value Termination Values of such Derivative Contract if the Borrower is out $10,000,000 or more (each of the moneyIndebtedness described in clauses (x), (y) greater than or equal to $50,000,000 and (all such Indebtedness or obligations under Derivative Contracts being “z) above, "Material Indebtedness”"); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an "Event of Default" under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Parent, the Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a "Defaulting Party" (as defined therein), or there occurs an "Early Termination Date" (as defined therein) in respect of any Specified Derivatives Contract as a result of a "Termination Event" (as defined therein) as to which the Parent or any of its Subsidiaries is an "Affected Party" (as defined therein), in each case with respect to Material Indebtedness; or (v) An "Event of Default" under and as defined in the settling of payments due under a Derivative Contract)Existing Credit Agreement shall occur.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) The Borrower, any other Obligor, or any default in the payment of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (Athe Loans or any Reimbursement Obligation) the Obligations and (B) Nonrecourse Indebtedness) having an outstanding aggregate outstanding principal amount (oramount, or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond the period of grace if any, provided in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than instrument or equal to $50,000,000 (all agreement under which such Indebtedness was created, or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity default in the observance or performance of any Material other agreement or condition relating to any Indebtedness shall have been accelerated (other than the Loans or any Reimbursement Obligation) the outstanding aggregate principal amount, or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in accordance with excess of the provisions of Threshold Amount or contained in any indenture, contract instrument or instrument agreement evidencing, providing for securing or relating thereto or any other event shall occur or condition exist, the creation effect of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personholders) to cause, to accelerate with the maturity giving of notice and/or lapse of time, if required, any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased become due prior to its stated maturity (which any applicable grace period having expired); provided that this clause (f)(ii) shall not apply to (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or (B) the purposes hereof shall include satisfaction of a condition to conversion of any termination event convertible notes constituting Permitted Unsecured Indebtedness permitted to be incurred under this Agreement or other event resulting in the settling any settlement of payments due under a Derivative Contract)any such conversion permitted hereunder.

Indebtedness Cross-Default. The Borrower or any of its Significant Subsidiaries shall (i) The Borrower, any other Obligor, or any default in the payment of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (Athe Loans) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (oramount, or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount when the same becomes due beyond the period of grace if any, provided in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than instrument or equal to $50,000,000 (all agreement under which such Indebtedness was created, or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity default in the observance or performance of any Material other agreement or condition relating to any Indebtedness shall have been accelerated (other than the Loans) the aggregate outstanding principal amount, or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in accordance with excess of the provisions of Threshold Amount or contained in any indenture, contract instrument or instrument agreement evidencing, providing for securing or relating thereto, the creation effect of which default is to cause or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to permit the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personholders) to cause, to accelerate after the maturity giving of notice and/or lapse of time, if required, any such Material Indebtedness to become due, or require any to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be prepaid or repurchased made, prior to its stated maturity (which for any applicable grace period having expired); provided that this clause (f) shall not apply to Indebtedness that becomes due as a result of (A) any sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the purposes hereof shall include property or assets securing such Indebtedness (it being understood that this clause (f) will apply to any failure to make any payment required as a result of any such sale, transfer or other disposition, after giving effect to any grace periods applicable thereunder). and (B) (1) holders of any such Indebtedness constituting convertible indebtedness of the Borrower converting such Indebtedness pursuant to its terms into common stock of the Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Borrower), cash or a combination thereof, unless, in any case, such conversion results from a default thereunder or an event of the type that constitutes an Event of Default, and (2) any termination event of any related swap or other event resulting in the settling of payments due under a Derivative Contract)hedging instrument.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due (after giving effect to any applicable cure period) and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessIndebtedness in respect of Derivatives Contracts) having an aggregate outstanding principal amount amount, in each case individually or in the aggregate with all other Indebtedness as to which such a failure exists, of $25,000,000 or more (or, or in the case of any Derivatives ContractNonrecourse Indebtedness, the marked to market value of such Derivative Contract if the Borrower is out of the money$75,000,000 or more) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Borrower or any of payments due under its Subsidiaries is an “Affected Party” (as defined therein) and the Derivatives Termination Value, without regard to the effect of any close-out netting provision, owed by the Parent or any of its Subsidiaries as a Derivative Contract)result thereof is $25,000,000 or more.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payablepayable in respect of (either in a single instance or on a cumulative basis) (x) Recourse Indebtedness of the Parent, the principal of, Borrower or interest on, any Indebtedness or obligations under Derivative Contracts Subsidiary (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount in excess of $20,000,000, (ory) Nonrecourse Indebtedness of the Parent, the Borrower or any Subsidiary having an aggregate outstanding principal amount in excess of $75,000,000 or (z) an aggregate amount of Indebtedness with respect to Derivatives Contracts, having, without regard to the case effect of any close-out netting provision, Derivatives Contract, the marked to market value Termination Values of such Derivative Contract if the Borrower is out $10,000,000 or more (each of the moneyIndebtedness described in clauses (x), (y) greater than or equal to $50,000,000 and (all such Indebtedness or obligations under Derivative Contracts being z) above, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Parent, the Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Parent or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein), in each case with respect to Material Indebtedness.

Indebtedness Cross-Default. (iA) The Borrower, any other Obligor, Any Credit Party or any of their respective its Subsidiaries shall fail to pay when due and payable, the any principal of, premium or interest on, on or any other amount payable in respect of any Indebtedness of such Credit Party or obligations such Subsidiary (as the case may be) that is outstanding in a principal amount of at least $25,000,000 either individually or in the aggregate for all such Credit Parties and Subsidiaries (but excluding Indebtedness outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; (B) any other event shall occur or condition shall exist under Derivative Contracts any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to mature or (C) any such Indebtedness shall be declared to be due and payable or required to be prepaid or redeemed (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having by a regularly scheduled required prepayment or redemption), purchased or defeased, or an aggregate outstanding principal amount (oroffer to prepay, in the case of any Derivatives Contractredeem, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than purchase or equal to $50,000,000 (all defease such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been be required to be prepaidmade, redeemed, defeased or repurchased in each case prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting than, in the settling case of payments due clause (B) or (C), any right of the holder of any convertible debt security incurred under Section 6.1(d) to require the Company to redeem or purchase such convertible debt security as a Derivative Contractresult of the price of the Company's common stock exceeding a specified level); or ; or (iiiii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or holders Credit Party or any other Person, of its Subsidiaries shall breach or default any payment obligation under any Hedging Agreement having a Termination Value of at least $25,000,000 to accelerate the maturity of extent such breach or default in any payment obligation is not cured within three (3) Business Days (or such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity (which longer grace period as is provided for the purposes hereof shall include any termination event or other event resulting in the settling of payments applicable Hedging Agreement) after the same shall become due under a Derivative Contract).and payable; or

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, subject to any applicable grace or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (orcure period, in the case respect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity, provided that any requirement for notice or lapse of time or any other condition has been satisfied; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Parent, the Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, having a Derivatives Termination Value in the settling aggregate amount of payments due under $100,000,000 or more. The provisions of the immediately preceding clauses (ii) and (iii) shall not apply to any Secured Indebtedness accelerated or required to be repaid or repurchased prior to the stated maturity thereof as a Derivative Contract)result of a casualty with respect to, or condemnation of, the Property securing such Secured Indebtedness.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, subject to any applicable grace or interest on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (orcure period, in the case respect of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity, provided that any requirement for notice or lapse of time or any other condition has been satisfied; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Parent, the Borrower, any termination event Loan Party or any of other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, having a Derivatives Termination Value in the settling aggregate amount of payments due $50,000,000 or more. (v) An “Event of Default” under and as defined in the Existing Term Loan Agreement or the 2017 Term Loan Agreement shall occur. The provisions of the immediately preceding clauses (ii) and (iii) shall not apply to any Secured Indebtedness accelerated or required to be repaid or repurchased prior to the stated maturity thereof as a Derivative Contract)result of a casualty with respect to, or condemnation of, the Property securing such Secured Indebtedness.

Indebtedness Cross-Default. (i) The Parent, the Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness (after giving effect to any applicable notice or obligations cure periods under Derivative Contracts such Indebtedness) (other than (A) the Loans, Reimbursement Obligations and (B) Nonrecourse IndebtednessDerivatives Contracts) having an aggregate outstanding principal amount amount, in each case individually or in the aggregate with all other Indebtedness as to which such a failure exists, of $75,000,000 or more (or, or in the case of any Derivatives ContractNonrecourse Indebtedness, the marked to market value of such Derivative Contract if the Borrower is out of the money$165,000,000 or more) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being in each case, “Material Indebtedness”); oror ​ (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for ​ the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof thereof, in each case of this clause (which for y), other than as a result of the purposes hereof shall include any termination event sale or other event resulting in transfer of the settling of payments due under a Derivative Contract)collateral for any such Material Indebtedness that is Secured Indebtedness; oror ​ (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity (which for the purposes hereof shall include any termination maturity; provided that upon Administrative Agent’s receipt of evidence that such event has been waived in writing by such holder, holders, trustee, agent or other Person holding any such Material Indebtedness, such event resulting shall automatically cease to constitute an Event of Default hereunder; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which the Parent, the Borrower, any other Loan Party or any other Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, if the Derivatives Termination Value payable by the Parent, the Borrower, any other Loan Party or any other Subsidiary exceeds $75,000,000 in the settling aggregate. ​ (v) Prior to the Security Release Date, the Parent, the Borrower, any other Loan Party or any Subsidiaries shall (x) fail to make a payment when due and payable with respect to the Senior Notes (after giving effect to any applicable notice or cure periods thereunder), (y) the maturity of payments due any Indebtedness under a Derivative Contract).the Senior Notes or Senior Notes Agreement shall have been accelerated in accordance with the terms thereof or the Senior Notes shall be required to be prepaid, repurchased, redeemed or defeased prior to the stated maturity thereof or (z) any other event shall have occurred and be continuing which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any the Senior Notes, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any of the Senior Notes or require any Indebtedness under the Senior Notes to be prepaid, repurchased, redeemed or defeased prior to its stated maturity; provided that upon Administrative Agent’s receipt of evidence that such event has been waived in writing by such holder, holders, trustee, agent or other Person holding such Senior Notes, such event shall automatically cease to constitute an Event of Default hereunder. ​

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable (giving effect to all applicable grace periods therefor) in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations Loans and (B) Nonrecourse IndebtednessReimbursement Obligations) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other Indebtedness as to market value which such a failure exists, of such Derivative Contract if the Borrower is out of the money(1) greater than or equal to $50,000,000 or more with respect to Nonrecourse Indebtedness, and/or (all such 2) $30,000,000 or more with respect to Recourse Indebtedness or obligations under Derivative Contracts being (“Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred [Intentionally omitted]; or (iv) There occurs an “Event of Default” under and be continuing as defined in any Derivatives Contract with a notional value in excess of $50,000,000 as to which would permit any holder or holders of Material Indebtednessthe Borrower, any trustee or agent acting on behalf of such holder or holders Loan Party or any other PersonSubsidiary is a “Defaulting Party” (as defined therein), to accelerate the maturity or there occurs an “Early Termination Date” (as defined therein) in respect of any such Material Indebtedness Specified Derivatives Contract with a notional value in excess of $50,000,000 as a result of a “Termination Event” (as defined therein) as to which the Borrower or require any such Material Indebtedness to be prepaid or repurchased prior to of its stated maturity Subsidiaries is an “Affected Party” (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contractas defined therein).

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any of their respective Subsidiaries other Subsidiary shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of (x) any Recourse Indebtedness or obligations under Derivative Contracts (other than (A) the Loans and Reimbursement Obligations and (B) Nonrecourse Indebtednessor Indebtedness of Unconsolidated Affiliates) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked to market value effect of such Derivative Contract if any close-out netting provision, a Derivatives Termination Value), in each case individually or in the Borrower is out of the money) greater than or equal to $50,000,000 (aggregate with all other such Indebtedness as to which such a failure exists, of $10,000,00025,000,000 or obligations under Derivative Contracts being more or (y) any Nonrecourse Indebtedness (other than Indebtedness of Unconsolidated Affiliates) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the effect of any close-out netting provision, a Derivatives Termination Value), in each case individually or in the aggregate with all other such Indebtedness as to which such a failure exists, of $10,000,00025,000,000 or more (clause (x) and clause (y) collectively, “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemedrepurchased, redeemed or defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the Parent, the Borrower or any of its Subsidiaries is an “Affected Party” (as defined therein), in each case, arising from a default in payment of amounts individually or in the settling aggregate with all other such defaulted payments, of payments due under a Derivative Contract)$10,000,000 or more.

Indebtedness Cross-Default. Any NATC Party or any Subsidiary thereof shall (i) The Borrower, any other Obligor, or any default in the payment of their respective Subsidiaries shall fail to pay when due and payable, the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than (Athe Loans) the Obligations and (B) Nonrecourse Indebtedness) having an aggregate outstanding principal amount (orincluding undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond the period of grace if any, provided in the case of any Derivatives Contract, the marked to market value of such Derivative Contract if the Borrower is out of the money) greater than instrument or equal to $50,000,000 (all agreement under which such Indebtedness was created, or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity default in the observance or performance of any Material other agreement or condition relating to any Indebtedness shall have been accelerated (other than the Loans) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in accordance with excess of the provisions of Threshold Amount or contained in any indenture, contract instrument or instrument agreement evidencing, providing for securing or relating thereto or any other event shall occur or condition exist, the creation effect of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event default or other event resulting in or condition is to cause, or to permit the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of Material Indebtedness, any such Indebtedness (or a trustee or agent acting on behalf of such holder or holders or any other Personholders) to cause, to accelerate with the maturity giving of notice and/or lapse of time, if required, any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased become due prior to its stated maturity (which for any applicable grace period having expired); provided that no such event under the purposes hereof ABL Facility shall include any termination constitute an Event of Default under this Section 8.1(f) 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 or the termination of any commitment thereunder and (z) the exercise of any remedies by the ABL Administrative Agent in respect of any Collateral (provided that the following shall not constitute an exercise of remedies: (A) cash sweeps that are permitted pursuant to the terms of the ABL Loan Documents relating to dominion over bank accounts, (B) the establishment of borrowing base reserves, collateral ineligibles, or other event resulting conditions for advances, (C) the changing of advance rates or advance sublimits, (D) the imposition of a default rate or late fee and (E) the cessation of lending pursuant to the provisions of the ABL Loan Documents, including upon the occurrence of a default on the existence of an overadvance, in each case, so long as the settling of payments due commitments under a Derivative Contractthe ABL Loan Documents have not been terminated or suspended).

Indebtedness Cross-Default. (i) The Any Borrower, any other ObligorLoan Party, or any of their respective Subsidiaries other Subsidiary shall fail to pay when due and payable, payable the principal of, or interest on, any Indebtedness or obligations under Derivative Contracts (other than the Loans) (Ax) in the Obligations and (B) case of Indebtedness other than Nonrecourse Indebtedness) , having an aggregate outstanding principal amount (or, or in the case of any Derivatives Contract, having a Derivatives Termination Value) of $25,000,000 or more, or (y) in the marked to market value case of Nonrecourse Indebtedness, having an outstanding principal amount of $250,000,000 or more (any such Derivative Contract if the Borrower is out of the money) greater than or equal to $50,000,000 (all such Indebtedness or obligations under Derivative Contracts being Indebtedness, “Material Indebtedness”), and in any such case such failure shall continue beyond any applicable notice and cure periods; or or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event thereof; or other event resulting in the settling of payments due under a Derivative Contract); or (iii) Any other event shall have occurred and be continuing which would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid prepaid, repurchased, redeemed or repurchased defeased prior to its stated maturity maturity; provided that this clause (iii) shall not apply to any Material Indebtedness with respect to which for an Unconsolidated Affiliate of the purposes hereof shall include Parent is the primary obligor and with respect to which the Parent, another Borrower or any termination other Subsidiary has provided a Guaranty unless the holder of such Material Indebtedness has demanded payment of such Material Indebtedness from the Parent, another Borrower or any other Subsidiary or has taken any action described in the foregoing clause (ii); Notwithstanding the foregoing provisions of this clause (d), no default, event of default, acceleration or other action in connection with a Guaranty by a Loan Party of Indebtedness secured by a mortgage on a non-Borrowing Base Property shall constitute an Event of Default pursuant to this clause (d) until the earliest to occur of (1) a proceeding has been commenced in any court of competent jurisdiction with respect to the Guaranty, (2) if the applicable Loan Party has agreed in writing that a default or event resulting of default that would permit acceleration of the Guaranty has occurred, 45 days following the expiration or termination of any forbearance agreement (or, if more than one, the latest to expire) entered into with respect to such default or event of default, provided that such default or event of default has not been waived or cured and no further forbearance agreement has been entered into, during such period, or (3) such Loan Party makes a payment or agrees to make a payment in the settling satisfaction of payments due under a Derivative Contract)any claim made on such Guaranty in connection with such event of default, acceleration or other action.

Indebtedness Cross-Default. (i) The Borrower, any other Obligor, Loan Party or any other Subsidiary of their respective Subsidiaries the Borrower shall fail to pay make any payment when due and payable, the principal of, or interest on, payable in respect of any Indebtedness or obligations under Derivative Contracts (other than (A) the Obligations and (B) Nonrecourse IndebtednessLoans) having an aggregate outstanding principal amount (or, in the case of any Derivatives Contract, having, without regard to the marked to market value effect of such Derivative Contract if the Borrower is any close-out netting provision, a Derivatives Termination Value) of the money) greater than $5,000,000 or equal to $50,000,000 more (all such Indebtedness or obligations under Derivative Contracts being “Material Indebtedness”); or (ii) (x) The maturity of any Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Material Indebtedness or (y) any Material Indebtedness shall have been required to be prepaid, redeemed, defeased prepaid or repurchased prior to the stated maturity thereof (which for the purposes hereof shall include any termination event or other event resulting in the settling of payments due under a Derivative Contract)thereof; or (iii) Any other event shall have occurred and be continuing which which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of any such Material Indebtedness or require any such Material Indebtedness to be prepaid or repurchased prior to its stated maturity maturity; or (iv) There occurs an “Event of Default” under and as defined in any Specified Derivatives Contract as to which for the purposes hereof shall include Borrower, any termination event Loan Party or any other event resulting Subsidiary of Borrower is a “Defaulting Party” (as defined therein), or there occurs an “Early Termination Date” (as defined therein) in respect of any Specified Derivatives Contract as a result of a “Termination Event” (as defined therein) as to which the settling Borrower or any of payments due under a Derivative Contractits Subsidiaries is an “Affected Party” (as defined therein).