Common use of Cross-Defaults Clause in Contracts

Cross-Defaults. (i) Any Loan Party or any Subsidiary shall fail to pay any principal of or premium or interest on any of its Debt which, individually or in the aggregate, is outstanding in a principal amount of at least $2,500,000 (but excluding Debt evidenced by the Advances or Swingline Loans) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans), if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; (iii) any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (iv) there occurs under any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv), the “principal amount” of the obligations in respect of any Hedge Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Contracts were terminated at such time;

Cross-Defaults. (i) Any Loan Party or any Subsidiary shall fail to pay any principal of or of, premium or interest on or any other amount payable in respect of its any Material Debt which, individually or in the aggregate, is outstanding in a principal amount of at least $2,500,000 (but excluding Debt evidenced by the Advances or Swingline Loans) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and Borrower fails to repay to the Administrative Agent for the ratable account of the Lenders all outstanding Advances within one Business Day thereafter; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all any such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans)Material Debt, if (A) the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such DebtMaterial Debt or otherwise permit the holders thereof to cause such Material Debt to mature, and (B) such event or condition shall remain unremedied or otherwise uncured for a period of 30 days, and Borrower fails to repay to the Administrative Agent for the ratable account of the Lenders all outstanding Advances within one Business Day thereafter; or (iii) the maturity of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof, and Borrower fails to repay to the Administrative Agent for the ratable account of the Lenders all outstanding Advances within one Business Day thereafter; or (iv) there occurs under any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(ivf), the “principal amount” of the obligations in respect of any Hedge Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Contracts were terminated at such time;

Cross-Defaults. (i) Any Loan Party The Company or any Subsidiary shall fail to pay is in default (and all applicable grace periods have expired) (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any of its Debt which, individually or in the aggregate, Indebtedness that is outstanding in a an aggregate principal amount in excess of at least $2,500,000 20,000,000 (but excluding Debt evidenced by any such Indebtedness, “Material Indebtedness”) beyond any period of grace provided with respect thereto or (ii) the Advances 5 Year Series A Letter of Credit and Term Loan Agreement Company or Swingline Loansany Subsidiary is in default (including any termination event, amortization event, liquidation event or event of default) when in the same becomes performance of or compliance with any term of any evidence of any Material Indebtedness (and all applicable grace periods have expired) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Material Indebtedness has become, or has been declared, or one or more Persons are entitled to declare such Material Indebtedness to be, due and payable (whether by before its stated maturity or before its regularly scheduled maturity, required prepayment, acceleration, demand or otherwise), (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount dates of at least $2,500,000 individually or when aggregated with all such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans), if the effect of such event or condition is to acceleratepayment, or to permit the acceleration of, the maturity of such Debt; (iii) as a consequence of the occurrence or continuation of any such Debt shall be declared event or condition, which constitutes a breach or default under the documents governing the related Material Indebtedness, the Company or any Subsidiary has become obligated to be due and payable, purchase or required to be prepaid (other than by a repay Material Indebtedness before its scheduled maturity or before its regularly scheduled required prepayment)dates of payment, prior to the stated maturity thereof; or (iv) there occurs under one or more Persons have the right to require the Company or any Hedge Contract an Early Termination Date Subsidiary so to purchase or repay any Material Indebtedness, or (as defined in cxxii such Hedge Contract) resulting from (Av) an event or condition shall occur which results in an “Event of default Default” under such Hedge Contract as any Allocated Agreement or (x) any Co-Obligor shall have become obligated to which a Borrower make payment of all or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv), the “principal amount” portion of the obligations in under such Allocated Agreement, or (y) the issuer(s) or the lenders under the Allocated Agreement receive any payment (by way of cash collateral or otherwise) with respect of any Hedge Contracts at any time the obligations under the Allocated Agreement without the L/C Issuers and/or the Lenders under this Agreement receiving a pro rata payment with respect to the obligations under this Agreement, provided, that this clause (y) shall be not apply to the maximum aggregate amount (giving effect reimbursement of drawings made under letters of credit within the grace period expressly provided for with respect to any netting agreements) that would be required to be paid if reimbursement of drawings under such Hedge Contracts were terminated at such time;Allocated Agreement; or

Cross-Defaults. (i) Any Loan Party or any Subsidiary thereof shall fail to pay any principal of or premium or interest on any of its Debt which, individually or in the aggregate, Indebtedness that is outstanding in a principal amount of at least $2,500,000 10,000,000 individually or when aggregated with all such Indebtedness of any Loan Party or any Subsidiary thereof so in default (but excluding Debt evidenced by Indebtedness under the Advances or Swingline LoansLoan Documents) 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; (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which Indebtedness (including, without limitation, any event of default or termination event under any Hedge Contract) that is outstanding in a principal amount (or termination payment amount or similar amount) of at least $2,500,000 10,000,000 individually or when aggregated with all such Debt Indebtedness of the Person any Loan Party or any Subsidiary thereof so in default (but excluding Debt evidenced by default, and shall continue after the Advances applicable grace period, if any, specified in such agreement or Swingline Loans)instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such DebtIndebtedness; or (iii) any such Debt Indebtedness in a principal amount of at least $10,000,000 individually or when aggregated with all such Indebtedness of any Loan Party or any Subsidiary thereof shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (iv) there occurs under any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(ivsubsection 7.01(d), the “principal amount” of the obligations in respect of any Hedge Contracts Contract at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Contracts were terminated at such timeTermination Value thereof;

Cross-Defaults. (i) Any Loan Party The Company or any Subsidiary shall fail to pay is in default (and all applicable grace periods have expired) (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any of its Debt which, individually or in the aggregate, Indebtedness that is outstanding in a an aggregate principal amount in excess of at least $2,500,000 20,000,000 (but excluding Debt evidenced by any such Indebtedness, “Material Indebtedness”) beyond any period of grace provided with respect thereto or (ii) the Advances 5 Year Series B Letter of Credit and Term Loan Agreement Company or Swingline Loansany Subsidiary is in default (including any termination event, amortization event, liquidation event or event of default) when in the same becomes performance of or compliance with any term of any evidence of any Material Indebtedness (and all applicable grace periods have expired) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Material Indebtedness has become, or has been declared, or one or more Persons are entitled to declare such Material Indebtedness to be, due and payable (whether by before its stated maturity or before its regularly scheduled maturity, required prepayment, acceleration, demand or otherwise), (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount dates of at least $2,500,000 individually or when aggregated with all such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans), if the effect of such event or condition is to acceleratepayment, or to permit the acceleration of, the maturity of such Debt; (iii) as a consequence of the occurrence or continuation of any such Debt shall be declared event or condition, which constitutes a breach or default under the documents governing the related Material Indebtedness, the Company or any Subsidiary has become obligated to be due and payable, purchase or required to be prepaid (other than by a repay Material Indebtedness before its scheduled maturity or before its regularly scheduled required prepayment)dates of payment, prior to the stated maturity thereof; or (iv) there occurs under one or more Persons have the right to require the Company or any Hedge Contract an Early Termination Date Subsidiary so to purchase or repay any Material Indebtedness, or (as defined in cxxii such Hedge Contract) resulting from (Av) an event or condition shall occur which results in an “Event of default Default” under such Hedge Contract as any Allocated Agreement or (x) any Co-Obligor shall have become obligated to which a Borrower make payment of all or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv), the “principal amount” portion of the obligations in under such Allocated Agreement, or (y) the issuer(s) or the lenders under the Allocated Agreement receive any payment (by way of cash collateral or otherwise) with respect of any Hedge Contracts at any time the obligations under the Allocated Agreement without the L/C Issuers and/or the Lenders under this Agreement receiving a pro rata payment with respect to the obligations under this Agreement, provided, that this clause (y) shall be not apply to the maximum aggregate amount (giving effect reimbursement of drawings made under letters of credit within the grace period expressly provided for with respect to any netting agreements) that would be required to be paid if reimbursement of drawings under such Hedge Contracts were terminated at such time;Allocated Agreement; or

Cross-Defaults. (i) Any Loan Credit Party or any Subsidiary shall fail to pay any principal of or premium or interest on any of its Debt which, individually or in the aggregate, that is outstanding in a principal amount of at least $2,500,000 (but excluding Debt evidenced by the Advances or Swingline Loans) 1,000,000 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 Debt; (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which (including, without limitation, any event of default, termination event or additional termination event under any Hedge Contract) that is outstanding in a principal amount (or termination payment amount or similar amount) of at least $2,500,000 individually 1,000,000 , and shall continue after the applicable grace period, if any, specified in such agreement or when aggregated with all such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans)instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; (iii) any such Debt in a principal amount of at least $1,000,000 shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepaymentprepayment or mandatory prepayment other than a mandatory prepayment of all or substantially all of such Debt), prior to the stated maturity thereof; or (iv) there occurs under any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv7.1(d), the “principal amount” of the obligations in respect of any Hedge Hedging Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Hedging Contracts were terminated at such time, (iv) any event or circumstances occurs and is continuing which constitutes an event of default under the Indenture if the effect of such event or condition is to accelerate or to permit the acceleration of, the maturity of such Debt (without giving effect to any notices of such event of default), (v) any breach or violation of the Exchange Agreement or Registration Rights Agreement (including the failure to issue Convertible Notes in accordance with the Exchange Agreement) or (vi) any event or circumstances occurs and is continuing which constitutes an event of default under the TriplePoint Loan Documents if the effect of such event or condition is to accelerate or to permit the acceleration of, the maturity of such Debt under the TriplePoint Loan Documents;

Cross-Defaults. (i) Any Loan Note Party or any Subsidiary thereof shall fail to pay any principal of or of, premium or interest on or any other amount payable in respect of its any Material Debt which, individually or in the aggregate, is outstanding in a principal amount of at least $2,500,000 (but excluding Debt evidenced by the Advances or Swingline Loans) when the same becomes due and payable after giving effect to any applicable notice or grace period (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), ; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all any such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans)Material Debt, if (A) the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such DebtMaterial Debt or otherwise permit the holders thereof to cause such Material Debt to mature, and (B) such event or condition shall remain unremedied or otherwise uncured for a period of 30 days; or (iii) the maturity of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (iv) there occurs under provided, that any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as any Credit Facility shall not constitute an Event of Default under this clause (e) until the earlier to which a Borrower or a Subsidiary thereof is the Defaulting Party occur of (as defined in such Hedge Contract) or (Bx) any Termination Event failure to make payment at maturity thereof and (as so definedy) the acceleration of Debt under such Hedge Contract as Credit Facility (it being understood and agreed for the avoidance of doubt that (i) any failure to which a Borrower or a Subsidiary thereof is an Affected Party make payment at maturity under any Credit Facility and (as so definedii) andany acceleration of Debt under any Credit Facility shall, in either eventeach case, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes constitute an Event of Default under this Section 7.01(d)(ivclause (e), the “principal amount” of the obligations in respect of any Hedge Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Contracts were terminated at such time;); or

Cross-Defaults. (i) Any Loan Party or any Subsidiary shall fail of a Loan Party defaults under any Material Agreement (after any applicable grace period contained therein), (ii) (A) Any Loan Party or any Subsidiary of a Loan Party fails to pay make (after any principal of or premium or interest on applicable grace period) any of its Debt which, individually or in the aggregate, is outstanding in a principal amount of at least $2,500,000 (but excluding Debt evidenced by the Advances or Swingline Loans) payment when the same becomes due and payable (whether by due because of scheduled maturity, required prepaymentprepayment provisions, acceleration, demand or otherwise) on any Indebtedness (other than the Obligations) of such Loan Party or such Subsidiary 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 $290,000 (other than the Indebtedness under the Senior Facility) (“Material Indebtedness”), (iiB) any Any other event shall occur or condition shall exist under any agreement or instrument contractual obligation relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all any such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans)Material Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration ofof (without regard to any subordination terms with respect thereto), the maturity of such Debt; Material Indebtedness or (iiiC) any Any such Debt Material Indebtedness shall become or be declared to be due and payable, or be required to be prepaid prepaid, redeemed, defeased or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; , or (iviii) there occurs Company or any Subsidiary defaults under any Hedge Contract an Early Termination Date (obligation for payments due under any lease agreement in excess of $50,000; provided, however, that to the extent and for so long as defined in cxxii the Senior Agent and the Senior Lenders have consented and agreed to any such Hedge Contractdefaults under Section 3(k) resulting from (A) an event of default under the Senior Facility Fourth Amendment, such Hedge Contract as to which defaults shall not constitute a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes breach of this Section 7.01(d)(ivclause (i), the “principal amount” of the obligations in respect of any Hedge Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Contracts were terminated at such time;.

Cross-Defaults. (i) Any Loan Party or any Subsidiary thereof shall fail to pay any principal of or of, premium or interest on or any other amount payable in respect of its any Material Debt which, individually or in the aggregate, is outstanding in a principal amount of at least $2,500,000 (but excluding Debt evidenced by the Advances or Swingline Loans) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), ; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all any such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans)Material Debt, if (A) the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such DebtMaterial Debt or otherwise permit the holders thereof to cause such Material Debt to mature, and (B) only with respect to Material Debt described in clause (a) or (b) of the definition thereof, such event or condition shall remain unremedied or otherwise uncured for a period of 30 days; or (iii) the maturity of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (iv) there occurs under without limiting the foregoing, the occurrence of any Hedge Contract an Early Termination Date “Event of Default” (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so definedExisting Creditthe 2018 Revolver/Term Loan Agreement) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, any Existing Creditthe 2018 Revolver/Term Loan Agreement; provided that, and for purposes the avoidance of doubt, the settlement by the Parent Guarantor of conversions of Permitted Convertible Notes by the holders thereof, whether through the delivery of shares of common stock of the Parent, cash or a combination thereof in accordance with the terms of such Permitted Convertible Notes shall not constitute an Event of Default under this Section 7.01(d)(iv6.01(e), the “principal amount” of the obligations in respect of any Hedge Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Contracts were terminated at such time;; or

Cross-Defaults. (i) Any Loan Party or any Subsidiary of its Subsidiaries shall fail to pay any principal of or of, premium or interest on or any other amount payable in respect of its (A) any Debt which, individually of such Loan Party or in such Subsidiary (as the aggregate, case may be) which is Non-Recourse Debt that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $2,500,000 20,000,000 either individually or in the aggregate or (but excluding B) any Debt evidenced by of such Loan Party or such Subsidiary (as the Advances case may be) other than Non-Recourse Debt that is outstanding in a principal amount (or Swingline Loansin the case of any Hedge Agreement, an Agreement Value) of at least $2,000,000, either individually or in the aggregate (such Debt described under clauses (A) and (B), whether the obligation of one or more of the Loan Parties or their respective Subsidiaries, and whether the subject of one or more separate debt instruments or agreements, exclusive of Debt outstanding hereunder is referred to herein as “Material Debt”), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and following the expiration of the applicable grace period, if any, specified in the agreement or instrument relating to such Debt or in such Hedge 100 Agreement; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all any such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans)Material Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such Debt; Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, or (iii) the maturity of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (iv) there occurs under any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv), the “principal amount” of the obligations in respect of any Hedge Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Contracts were terminated at such time;or

Cross-Defaults. (i) Any Loan Credit Party or any Subsidiary shall fail to pay any principal of or premium or interest on any of its Debt which, individually or in the aggregate, that is outstanding in a principal amount of at least $2,500,000 (but excluding Debt evidenced by the Advances or Swingline Loans) 1,000,000 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 Debt; (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which (including, without limitation, any event of default, termination event or additional termination event under any Hedge Contract) that is outstanding in a principal amount (or termination payment amount or similar amount) of at least $2,500,000 individually 1,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or when aggregated with all such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans)instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; , (iii) any such Debt in a principal amount of at least $1,000,000 shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled scheduled, required prepaymentprepayment or mandatory prepayment other than a mandatory prepayment of all or substantially all of such Debt), prior to the stated maturity thereof; or (iv) there occurs under any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv7.1(d), the “principal amount” of the obligations in respect of any Hedge Hedging Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Hedging Contracts were terminated at such time, (iv) the occurrence of an event of default under the JV Company Credit Facility Documents provided, however, that if all events of default under the JV Company Credit Facility Documents are cured or waived, any Event of Default arising under this Section 7.1(d)(iv) solely as a result of the occurrence such events of default shall be deemed to have been cured or waived, as applicable, (v) the occurrence of an event of default under the Texadian Trade Facility, provided, however, that if all events of default under the Texadian Trade Facility are cured or waived, any Event of Default arising under this Section 7.1(d)(v) solely as a result of the occurrence of such events of default shall be deemed to have been cured or waived, as applicable, (vi) the occurrence of an event of default under the ABL Credit Agreement, provided, however, that if all events of default under the ABL Credit Agreement are cured or waived, any Event of Default arising under this Section 7.1(d)(vi) solely as a result of the occurrence of such events of default shall be deemed to have been cured or waived, as applicable, (vii) the occurrence of an event of default under the Framework Agreement, provided, however, that if all events of default under the Framework Agreement are cured or waived, any Event of Default arising under this Section 7.1(d)(vii) solely as a result of the occurrence of such events of default shall be deemed to have been cured or waived, as applicable; and (viii) the occurrence of an event of default under the Bank of Hawaii Credit Agreement, provided, however, that if all events of default under the Bank of Hawaii Credit Agreement are cured or waived, any Event of Default arising under this Section 7.1(d)(viii) solely as a result of the occurrence of such events of default shall be deemed to have been cured or waived, as applicable;

Cross-Defaults. (i) Any Loan Party The Company or any Subsidiary shall fail to pay is in default (and all applicable grace periods have expired) (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any of its Debt which, individually or in the aggregate, Indebtedness that is outstanding in a an aggregate principal amount in excess of at least $2,500,000 20,000,000 (but excluding Debt evidenced by any such Indebtedness, “Material Indebtedness”) beyond any period of grace provided with respect thereto or (ii) the Advances Company or Swingline Loansany Subsidiary is in default (including any termination event, amortization event, liquidation event or event of default) when in the same becomes performance of or compliance with any term of any evidence of any Material Indebtedness (and all applicable grace periods have expired) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Material Indebtedness has become, or has been declared, or one or more Persons are entitled to declare such Material Indebtedness to be, due and payable (whether by before its stated maturity or before its regularly scheduled maturity, required prepayment, acceleration, demand or otherwise), (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount dates of at least $2,500,000 individually or when aggregated with all such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans), if the effect of such event or condition is to acceleratepayment, or to permit the acceleration of, the maturity of such Debt; (iii) as a consequence of the occurrence or continuation of any such Debt shall be declared event or condition, which constitutes a breach or default under the documents governing the related Material Indebtedness, the Company or any Subsidiary has become obligated to be due and payable, purchase or required to be prepaid (other than by a repay Material Indebtedness before its scheduled maturity or before its regularly scheduled required prepayment)dates of payment, prior to the stated maturity thereof; or (iv) there occurs under one or more Persons have the right to require the Company or any Hedge Contract an Early Termination Date Subsidiary so to purchase or repay any Material Indebtedness, or (as defined in cxxii such Hedge Contract) resulting from (Av) an event or condition shall occur which results in an “Event of default Default” under such Hedge Contract as any Allocated Agreement or (x) any Co-Obligor shall have become obligated to which a Borrower make payment of all or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv), the “principal amount” portion of the obligations in under such Allocated Agreement, or (y) the issuer(s) or the lenders under the Allocated Agreement receive any payment (by way of cash collateral or otherwise) with respect of any Hedge Contracts at any time the obligations under the Allocated Agreement without the L/C Issuers and/or the Lenders under this Agreement receiving a pro rata payment with respect to the obligations under this Agreement, provided, that this clause (y) shall be not apply to the maximum aggregate amount (giving effect reimbursement of drawings made under letters of credit within the grace period expressly provided for with respect to any netting agreements) that would be required to be paid if reimbursement of drawings under such Hedge Contracts were terminated at such time;Allocated Agreement; or

Cross-Defaults. (i) Any Loan Credit Party or any Subsidiary shall fail to pay any principal of or premium or interest on any of its Debt which, individually or in the aggregate, that is outstanding in a principal amount of at least $2,500,000 500,000 individually or when aggregated with all such Debt of any Credit Party so in default (but excluding Debt evidenced by the Advances or Swingline Loansthis Agreement) 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 Debt; (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which (including, without limitation, any event of default, termination event or additional termination event under any Hedge Contract) that is outstanding in a principal amount (or termination payment amount or similar amount) of at least $2,500,000 500,000 individually or when aggregated with all such Debt of the Person any Credit Party so in default (but excluding Debt evidenced by default, and shall continue after the Advances applicable grace period, if any, specified in such agreement or Swingline Loans)instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; (iii) any such Debt in a principal amount of at least $500,000 individually or when aggregated with all such Debt of any Credit Party shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (iv) there occurs under any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv7.1(d), the “principal amount” of the obligations in respect of any Hedge Hedging Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Hedging Contracts were terminated at such time; or (iv) any event or circumstance occurs and is continuing which constitutes an event of default under the JV Credit Agreement, regardless of whether an Event of Default is declared under the JV Credit Agreement on account thereof, provided, however, that if any event of default under the JV Credit Agreement is cured or waived, any related Event of Default arising under this Section 7.1(d)(iv) shall be deemed to have been cured or waived, as applicable;

Cross-Defaults. (i) Any Loan Party or any Subsidiary of its Subsidiaries shall fail to pay any principal of or of, premium or interest on or any other amount payable in respect of its (A) any Debt which, individually of such Loan Party or in such Subsidiary (as the aggregate, case may be) which is Non-Recourse Debt that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $2,500,000 20,000,000 either individually or in the aggregate or (B) any Debt of such Loan Party or such Subsidiary (as the case may be) other than Non-Recourse Debt that is outstanding in a principal amount (or in the case of any Hedge Agreement, an Agreement Value) of at least $2,000,000, either individually or in the aggregate (such Debt described under clauses (A) and (B), whether the obligation of one or more of the Loan Parties or their respective Subsidiaries, and whether the subject of one or more separate debt instruments or agreements, exclusive of Debt outstanding hereunder is referred to herein as “Material Debt”) but excluding Debt evidenced by the Advances or Swingline Loans) outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and following the expiration of the applicable grace period, if any, specified in the agreement or instrument relating to such Debt or in such Hedge Agreement; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all any such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans)Material Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such Debt; Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, or (iii) the maturity of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (iv) there occurs under any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv), the “principal amount” of the obligations in respect of any Hedge Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Contracts were terminated at such time;or

Cross-Defaults. (i) Any Loan Party or any Subsidiary of its Subsidiaries shall fail to pay any principal of or of, premium or interest on or any other amount payable in respect of its any Debt which, individually of such Loan Party or in such Subsidiary (as the aggregate, case may be) that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $2,500,000 10,000,000 either individually or in the aggregate (such Debt, whether the obligation of one or more of the Loan Parties or their respective Subsidiaries, and whether the subject of one or more separate debt instruments or agreements, exclusive of Debt outstanding hereunder is referred to herein as “Material Debt”) but excluding Debt evidenced by the Advances or Swingline Loans) outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and following the expiration of the applicable grace period, if any, specified in the agreement or instrument relating to such Debt or in such Hedge Agreement; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all any such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans)Material Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such Debt; Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, or (iii) the maturity of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (iv) there occurs under any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv), the “principal amount” of the obligations in respect of any Hedge Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Contracts were terminated at such time;or

Cross-Defaults. (i) Any Loan Party or any Subsidiary of its Subsidiaries shall fail to pay any principal of or of, premium or interest on or any other amount payable in respect of its (A) any Debt which, individually of such Loan Party or in such Subsidiary (as the aggregate, case may be) which is Non-Recourse Debt that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $2,500,000 50,000,000 either individually or in the aggregate or (but excluding B) any Debt evidenced by of such Loan Party or such Subsidiary (as the Advances case may be) other than Non-Recourse Debt that is outstanding in a principal amount (or Swingline Loansin the case of any Hedge Agreement, an Agreement Value) of at least $10,000,000, either individually or in the aggregate (such Debt described under clauses (A) and (B), whether the obligation of one or more of the Loan Parties or their respective Subsidiaries, and whether the subject of one or more separate debt instruments or agreements, exclusive of Debt outstanding hereunder is referred to herein as “Material Debt”), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and following the expiration of the applicable grace period, if any, specified in the agreement or instrument relating to such Debt or in such Hedge Agreement; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Debt which is outstanding in a principal amount of at least $2,500,000 individually or when aggregated with all any such Debt of the Person so in default (but excluding Debt evidenced by the Advances or Swingline Loans)Material Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such Debt; Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, or (iii) the maturity of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (iv) there occurs under any Hedge Contract an Early Termination Date (as defined in cxxii such Hedge Contract) resulting from (A) an event of default under such Hedge Contract as to which a Borrower or a Subsidiary thereof is the Defaulting Party (as defined in such Hedge Contract) or (B) any Termination Event (as so defined) under such Hedge Contract as to which a Borrower or a Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than $2,500,000, provided that, for purposes of this Section 7.01(d)(iv), the “principal amount” of the obligations in respect of any Hedge Contracts at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedge Contracts were terminated at such time;or