Common use of Indebtedness Cross-Default Clause in Contracts

Indebtedness Cross-Default. (i) Any 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 agreement 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 other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate principal amount, or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 in the aggregate for principal amount, or with respect to any Hedge Agreement, the Credit Parties and their Subsidiaries Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due due, prepaid, repurchased, redeemed or defeased prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for the avoidance of doubt, for the purpose of that this clause (ii), it is agreed f) shall not apply to Indebtedness secured by a Permitted Lien that neither becomes due as a conversion of convertible Indebtedness permitted pursuant to Section 6.1(h) nor the occurrence result of the events giving rise to such conversion right shall be considered to constitute voluntary sale or transfer of the property or assets securing such Indebtedness becoming due prior to its stated maturity in a sale or being transfer permitted under this Agreement, so long as such Indebtedness is repaid when required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orthe documents providing for such Indebtedness.

Indebtedness Cross-Default. (i) Any Credit Party or any of its Subsidiaries shall default in fail to pay any payment of principal of of, premium or interest on or any other amount payable in respect of any Indebtedness of such Credit Party or such Subsidiary (other than as the Loans, Reimbursement Obligations and the Guarantycase may be) that is outstanding in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries 20,000,000 either individually or in the aggregate beyond any 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 (not to exceed 30 days)period, if any, provided specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement under which or instrument relating to any such Indebtedness was createdand 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 by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or (ii) any Credit Party shall default in the observance or performance of any other agreement 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 other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party Subsidiaries shall breach or default any payment obligation under any Secured Hedging AgreementAgreement that is a Bank Product to the extent such breach or default in any payment obligation is not cured within three (3) Business Days after the same shall become due and payable; or

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and Obligation) the Guaranty) in a aggregate 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 daysincluding 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 instrument or agreement under which such Indebtedness was created; , or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and Obligation) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for the avoidance of doubt, for the purpose of that this clause (iif) shall not apply to any redemption, settlement, conversion (or satisfaction of a condition permitting holders of Convertible Bond Indebtedness to convert), it is agreed that neither required repurchase (or satisfaction of a conversion condition permitting holders of convertible Convertible Bond Indebtedness permitted pursuant to Section 6.1(hrequire the repurchase) nor or offer to repurchase of Convertible Bond Indebtedness in accordance with its terms and the occurrence satisfaction by the Borrower or any 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 of the events giving rise to such conversion right shall 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 otherwisetype that constitutes an Event of Default); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or.

Indebtedness Cross-Default. (i) Any Credit Party i)The Borrower, any other Obligor, or any of their respective Subsidiaries shall default in any payment of fail to pay when due and payable, the principal of of, or interest on on, any Indebtedness or obligations under Derivative Contracts (other than (A) the Loans, Reimbursement Obligations and the Guaranty(B) in a Nonrecourse Indebtedness) having an aggregate outstanding principal amount outstanding (or, in the case of at least 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 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 all such Indebtedness was createdor obligations under Derivative Contracts being “Material Indebtedness”); or (iiii)(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 Credit Party Material Indebtedness shall default 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 observance settling of payments due under a Derivative Contract); or performance of any other agreement 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 iii)Any other event shall occur or condition exist, the effect of have occurred and be continuing which default or other event or condition is to cause, or to would permit the any holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or beneficiary any other Person, to accelerate the maturity of any such Material Indebtedness or beneficiaries) to cause, with the giving of notice if required, require any such Material Indebtedness to become due be prepaid or repurchased prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, which for the avoidance purposes hereof shall include any termination event or other event resulting in the settling of doubt, for the purpose of this clause payments due under a Derivative Contract). (iif), 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 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 Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or

Indebtedness Cross-Default. Borrower or any of its Subsidiaries shall (i) Any Credit Party shall default in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and the GuarantyIndebtedness hereunder) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries 500,000.00 in the aggregate for Borrower and its Subsidiaries beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and the GuarantyIndebtedness hereunder) in a principal amount outstanding of at least $50,000,000 500,000.00 in the aggregate for the Credit Parties Borrower and their its Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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) default beyond the period of grace (not to exceed 30 days) in the observance or performance of any Credit Party shall breach material agreement or default any payment obligation condition under any Secured Hedging AgreementAgreement that is a Bank Product; or

Indebtedness Cross-Default. (i) Any Credit Party shall default or any of its Subsidiaries defaults in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and Indebtedness pursuant to the GuarantyCredit Documents) in a principal amount outstanding of at least $50,000,000 2,500,000 for the Borrower Credit Parties and any of its their Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any Credit Party shall default or any of its Subsidiaries defaults in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and Indebtedness pursuant to the GuarantyCredit Documents) in a principal amount outstanding of at least $50,000,000 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 other event shall occur occurs or condition existexists, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party shall breach or default any of its Subsidiaries breaches or defaults any payment obligation under any Secured Hedging AgreementAgreement which breach or default remains unremedied for five (5) Business Days and, with respect to clause (iii) above, as a result of which the swap termination value owed by any such Person exceeds $2,500,000; or

Indebtedness Cross-Default. (i) Any Credit Party or any Affiliate or Subsidiary of a Credit Party shall default in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations Loans and the Guaranty) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries 5,000,000 in the aggregate beyond any applicable grace period (not to exceed 30 thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created, in each case regardless of whether the default has been or is waived; or (ii) any Credit Party or any Affiliate or Subsidiary of a Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations Loans and the Guaranty) in a principal amount outstanding of at least $50,000,000 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 other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the avoidance in each case regardless of doubt, for the purpose of this clause (ii), it whether such default has been or 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 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)waived; or (iii) shall fail to make a payment due with respect to, be in default under or an event or condition that exists or has occurred that would permit the acceleration of (regardless of whether any of the foregoing have been or are waived) any Credit Party shall breach or default any payment obligation under any Secured Hedging AgreementParty-Related Obligation; or

Indebtedness Cross-Default. (i) Any Credit Party shall (i) default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and obligations amongst such Credit Party and its affiliates) the Guaranty) in a aggregate 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 daysincluding undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the applicable Threshold Amount beyond the period of grace 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 agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and obligations amongst such Credit Party and its affiliates) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries applicable Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition existexist (other than the Obligations and obligations amongst such Credit Party and its affiliates), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to (A) become due prior to its stated maturity due, or to be repurchased, prepaid, deferred defeased or redeemed (automatically or otherwise); provided that, for the avoidance of doubtor an offer to repurchase, for the purpose of this clause (ii)prepay, 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 be considered to constitute defease or redeem such Indebtedness becoming due to be made, prior to its stated maturity or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); any applicable grace period having expired) or (iiiB) any be cash collateralized (it being understood that a pledge of cash collateral by a Credit Party shall breach to secure a Hedge Agreement as initial or default any payment obligation under any Secured Hedging Agreement; orvariation margin does not trigger a violation of this clause (B)).

Indebtedness Cross-Default. The Account Party shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and other than Indebtedness solely among or between the GuarantyAccount Party and its affiliates) in a the aggregate 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 daysincluding 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 instrument or agreement under which such Indebtedness was created; , or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and other than in respect of Indebtedness solely among or between the GuarantyAccount Party and its affiliates) in a the aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition existexist other than in respect of an instrument, agreement, or condition solely among or between the Account Party and its affiliates, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, cause with the giving of notice and/or lapse of time, if required, any such Indebtedness to (A) become due prior to its stated maturity due, or to be repurchased, prepaid, deferred defeased or redeemed (automatically or otherwise); provided that, for the avoidance of doubtor an offer to repurchase, for the purpose of this clause (ii)prepay, 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 be considered to constitute defease or redeem such Indebtedness becoming due to be made, prior to its stated maturity or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); any applicable grace period having expired) or (iiiB) any Credit be cash collateralized (it being understood that a pledge of cash collateral by the Account Party shall breach to secure a Hedge Agreement as initial or default any payment obligation under any Secured Hedging Agreement; orvariation margin does not trigger a violation of this clause (B)).

Indebtedness Cross-Default. Any Borrower Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and Obligation) the Guaranty) in a aggregate 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 daysincluding 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 instrument or agreement under which such Indebtedness was created; , or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and Obligation) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for the 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 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 Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate principal amount, or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 in the aggregate for principal amount, or with respect to any Hedge Agreement, the Credit Parties and their Subsidiaries Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for the avoidance of doubt, for the purpose of that this clause (ii), it is agreed f) shall not apply to Indebtedness secured by a Permitted Lien that neither becomes due as a conversion of convertible Indebtedness permitted pursuant to Section 6.1(h) nor the occurrence result of the events giving rise to such conversion right shall be considered to constitute voluntary sale or transfer of the property or assets securing such Indebtedness becoming due prior to its stated maturity in a sale or being transfer permitted under this Agreement, so long as such Indebtedness is repaid when required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orthe documents providing for such Indebtedness.

Indebtedness Cross-Default. (i) Any 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 and 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 $50,000,000 2,500,000 for the Borrower Credit Parties and any of its their Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 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 agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and 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 $50,000,000 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 other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Secured Hedging AgreementAgreement that is a Bank Product; or

Indebtedness Cross-Default. Any Loan Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and ) the Guaranty) in a aggregate 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 daysincluding undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of $5,000,000 beyond the period of grace 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 agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and ) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least which is in excess of $50,000,000 in the aggregate for the Credit Parties and their Subsidiaries 5,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for notwithstanding the avoidance foregoing, it shall not be an Event of doubt, for the purpose of Default under this clause (ii), it is agreed f) if such default arises solely from non-payment on unsecured Seller Debt that neither a conversion of convertible Indebtedness permitted constitutes subordinated debt pursuant to Section 6.1(h7.16 and such non-payment is equal to or less than the amount of a contractual obligation (or obligations) nor that Borrowers claim in good faith is due and owing by the occurrence holder of such Seller Debt to the events giving rise to such conversion right shall 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 Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orBorrowers and their Subsidiaries.

Indebtedness Cross-Default. (i) Any 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 and 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 $50,000,000 10,000,000 for the Borrower Credit Parties and any of its their Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 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 agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and 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 $50,000,000 10,000,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Secured Hedging AgreementAgreement that is a Bank Product; or

Indebtedness Cross-Default. (i) Any 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 and the Guaranty) in a principal amount outstanding of at least $50,000,000 10,000,000 for the Borrower Credit Parties and any of its their Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 forty-five (45) 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 agreement 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 10,000,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Secured Hedging AgreementAgreement that is a Bank Product; oror Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding amount of which Indebtedness is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, any Reimbursement Obligations and Obligation or any obligation in respect of surety bonds to the Guaranty) in a principal amount outstanding extent none of at least $50,000,000 in the aggregate for the Credit Parties and their Subsidiaries nor any Subsidiary thereof has any direct liability therefor) the aggregate outstanding amount (or, with respect to any Hedge Agreement, the Hedge Termination Value) of which Indebtedness is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due due, or required to be prepaid, repurchased, redeemed or defeased, prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for the 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 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 Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or.

Indebtedness Cross-Default. (i) Any Credit Party The Borrower or any of its Restricted Subsidiaries 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 15,000,000 for the Borrower and any of its Restricted Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 days)period, if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) the Borrower or any Credit Party of its Restricted Subsidiaries shall default in the observance or performance of any other agreement 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 15,000,000 in the aggregate for the Credit Parties Borrower and their its Restricted Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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) the Borrower or any Credit Party of its Restricted Subsidiaries shall breach or default any payment obligation under any Secured Hedging AgreementAgreement that is a Bank Product; or

Indebtedness Cross-Default. The Account Party shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and other than Indebtedness solely among or between the GuarantyAccount Party and its affiliates) in a the aggregate 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 daysincluding 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 instrument or agreement under which such Indebtedness was created; , or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and other than in respect of Indebtedness solely among or between the GuarantyAccount Party and its affiliates) in a the aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition existexist other than in respect of an instrument, agreement, or condition solely among or between the Account Party and its affiliates, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, cause with the giving of notice and/ or lapse of time, if required, any such Indebtedness to (A) become due prior to its stated maturity due, or to be repurchased, prepaid, deferred defeased or redeemed (automatically or otherwise); provided that, for the avoidance of doubtor an offer to repurchase, for the purpose of this clause (ii)prepay, 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 be considered to constitute defease or redeem such Indebtedness becoming due to be made, prior to its stated maturity or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iiiany applicable grace period having expired) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or

Indebtedness Cross-Default. (i) Any Credit Party or any of its Subsidiaries (other than an Immaterial Subsidiary) 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 7,500,000 for the Borrower Credit Parties and any of its their Subsidiaries (other than an Immaterial Subsidiary) in the aggregate beyond any applicable grace period (not to exceed 30 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 (other than an Immaterial Subsidiary) shall default in the observance or performance of any other agreement 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 7,500,000 in the aggregate for the Credit Parties and their Subsidiaries (other than an Immaterial Subsidiary) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Secured Hedging AgreementAgreement that is a Bank Product; or

Indebtedness Cross-Default. Any NATC Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and ) the Guaranty) in a aggregate 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 daysincluding 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 instrument or agreement under which such Indebtedness was created; , or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and ) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for that no such event under the avoidance ABL Facility shall constitute an Event of doubt, for Default under this Section 8.1(f) until the purpose earliest to occur of this clause (iix) 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), it is agreed (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 neither a conversion the following shall not constitute an exercise of convertible Indebtedness remedies: (A) cash sweeps that are permitted pursuant to Section 6.1(hthe terms of the ABL Loan Documents relating to dominion over bank accounts, (B) nor the establishment of borrowing base reserves, collateral ineligibles, or other 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 events giving rise to such conversion right shall be considered to constitute such Indebtedness becoming due prior to its stated maturity existence of an overadvance, in each case, so long as the commitments under the ABL Loan Documents have not been terminated or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwisesuspended); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or.

Indebtedness Cross-Default. (i) Any Credit Party Borrower, any other Loan Party, any other Subsidiary shall default in any payment of fail to pay when due and payable the principal of of, or interest on on, any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) (x) in a the case of Indebtedness other than Nonrecourse Indebtedness, having an aggregate outstanding principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries (or in the aggregate case of any Derivatives Contract, having a Derivatives Termination Value) of $25,000,000 or more, or (y) in the case of Nonrecourse Indebtedness, having an outstanding principal amount of $250,000,000 or more (any such Indebtedness, “Material Indebtedness”), and in any such case such failure shall continue beyond any applicable grace period (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was creatednotice and cure periods; or (ii) any Credit Party shall default in the observance or performance The maturity of any other agreement Material Indebtedness shall have been accelerated in accordance with the provisions of any indenture, contract or condition relating to any Indebtedness (other than the Loansinstrument evidencing, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $50,000,000 in the aggregate providing for the Credit Parties and their Subsidiaries creation of or contained in any instrument or agreement evidencing, securing or relating thereto, otherwise concerning such Indebtedness or any Material Indebtedness shall have been required to be prepaid or repurchased prior to the stated maturity thereof; or (iii) Any other event shall occur or condition exist, the effect of have occurred and be continuing which default or other event or condition is to cause, or to would permit the any holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a any Material Indebtedness, any trustee or agent acting on behalf of such holder or holders or beneficiary any other Person, to accelerate the maturity of any such Material Indebtedness or beneficiaries) to cause, with the giving of notice if required, require any such Material Indebtedness to become due be prepaid, repurchased, redeemed or defeased prior to its stated maturity maturity; provided that this clause (iii) shall not apply to any Material Indebtedness with respect to which an Unconsolidated Affiliate of the Parent is the primary obligor and with respect to which the Parent, another Borrower or to be repurchasedany other Subsidiary has provided a Guaranty unless the holder of such Material Indebtedness has demanded payment of such Material Indebtedness from the Parent, prepaid, deferred another Borrower or redeemed any other Subsidiary or has taken any action described in the foregoing clause (automatically or otherwiseii); provided that, for Notwithstanding the avoidance of doubt, for the purpose foregoing provisions of this clause (iid), it is agreed that neither no default, event of default, acceleration or other action in connection with a conversion Guaranty by a Loan Party of convertible Indebtedness permitted secured by a mortgage on a non-Borrowing Base Property shall constitute an Event of Default pursuant to Section 6.1(hthis clause (d) nor until the occurrence 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 of default that would permit acceleration of the events giving rise 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 conversion right shall be considered to constitute default or event of default, provided that such Indebtedness becoming due prior to its stated maturity default or being required to be repurchasedevent of default has not been waived or cured and no further forbearance agreement has been entered into, prepaidduring such period, deferred or redeemed (automatically or otherwise); or (iii3) such Loan Party makes a payment or agrees to make a payment in satisfaction of any Credit Party shall breach claim made on such Guaranty in connection with such event of default, acceleration or default any payment obligation under any Secured Hedging Agreement; orother action.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 in the aggregate for outstanding principal amount, or with respect to any Hedge Agreement, the Credit Parties and their Subsidiaries Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for the avoidance of doubt, for the purpose of that this clause (ii), it is agreed that neither a conversion of convertible Indebtedness permitted pursuant ) shall not apply to Section 6.1(h(x) nor the occurrence of the events giving rise to such conversion right shall be considered to constitute such secured Indebtedness becoming due prior solely as a result of the voluntary sale or transfer of the assets securing such Indebtedness, if such sale or transfer is permitted hereunder and so long as such Indebtedness is repaid when required under the documentation for such Indebtedness, (y) any events of the type described in the parenthetical to its stated maturity clause (iii) of Section 9.1(r), or being any conversion or settlement provisions with respect to any Convertible Debt Securities or the satisfaction of any condition to conversion or required repurchase with respect to be repurchasedany Convertible Debt Securities, prepaid, deferred in each case not resulting from an event of default thereunder or redeemed an event of the type that constitutes an Event of Default (automatically or otherwiseexcluding a Change in Control); or (iiiz) any Credit Party shall breach early payment requirement or default unwinding or termination with respect to any payment obligation under any Secured Hedging Permitted Call Spread Agreement; or.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding amount of which Indebtedness is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 in the aggregate for outstanding amount (or, with respect to any Hedge Agreement, the Credit Parties and their Subsidiaries Hedge Termination Value) of which Indebtedness is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity due, or to be repurchased, prepaid, deferred defeased or redeemed (automatically or otherwise); provided that, for the avoidance of doubtor an offer to repurchase, for the purpose of this clause (ii)prepay, 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 be considered to constitute defease or redeem such Indebtedness becoming due to be made, prior to its stated maturity (any applicable grace period having expired) (other than (x) any event that permits holders of any Permitted Convertible Indebtedness to convert or being required to be repurchasedexchange such Indebtedness or (y) the conversion or exchange of any Permitted Convertible Indebtedness, prepaidin either case, deferred into common stock of the Borrower (or redeemed (automatically other securities or otherwiseproperty following a merger event, reclassification or other change of the common stock of the Borrower), cash or a combination thereof); provided, that, none of (A) the occurrence of an event or condition entitling holders of Indebtedness of the Borrower to convert such Indebtedness to Capital Stock of the Borrower (or to settle any Permitted Bond Hedge Transaction or Permitted Warrant Transaction), (B) any early payment requirement or unwinding or termination with respect to any Permitted Bond Hedge Transaction or Permitted Warrant Transaction, or satisfaction of any condition giving rise to or permitting the foregoing, in accordance with the terms thereof, so long as, in any such case, neither Borrower nor any of its Subsidiaries is the “defaulting party” (or substantially equivalent term) under the terms of such Permitted Bond Hedge Transaction or Permitted Warrant Transaction, as applicable, (C) the coming due of any secured Indebtedness as a result of any Asset Disposition permitted pursuant to Section 9.5 of the assets securing such Indebtedness, (D) voluntary prepayments, tender offers or calls of Indebtedness permitted under this Agreement or (iiiE) any Credit Party offers to purchase in connection with asset sales shall breach or default any payment obligation under any Secured Hedging Agreement; orconstitute an Event of Default hereunder.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and Obligation) the Guaranty) in a aggregate 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 daysincluding 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 instrument or agreement under which such Indebtedness was created; , or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and Obligation) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided thatprovided, for the avoidance of doubt, for the purpose of that this clause (ii), it is agreed ) shall not apply to secured Indebtedness that neither becomes due as a conversion result of convertible Indebtedness permitted pursuant to Section 6.1(h) nor the occurrence a voluntary sale or transfer of the events giving rise to assets securing such conversion right shall 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 Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orIndebtedness.

Indebtedness Cross-Default. (iA) Any 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 shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Material Indebtedness of such Credit Party or such Subsidiary (as the aggregate beyond any case may be), 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 (not to exceed 30 days)period, if any, provided specified 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 agreement or condition instrument relating to any Indebtedness such Indebtedness; (other than the Loans, Reimbursement Obligations and the GuarantyB) 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 other event shall occur or condition existshall exist under 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 which default or other 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 or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) thereof to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity mature or (C) any such Indebtedness shall be declared to be repurchased, prepaid, deferred due and payable or required to be prepaid or redeemed (automatically other than by a regularly scheduled required prepayment or otherwise); provided that, for the avoidance of doubt, for the purpose of this clause (iiredemption), it is agreed that neither a conversion of convertible purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness permitted pursuant to Section 6.1(h) nor the occurrence of the events giving rise to such conversion right shall be considered to constitute such Indebtedness becoming due prior to its stated maturity or being required to be repurchasedmade, prepaidin each case prior to the stated maturity thereof (other than, deferred in the case of clause (B) or redeemed (automatically C), any right of the holder of any convertible debt security incurred under Section 6.1(d) to require the Company to redeem or otherwisepurchase such convertible debt security as a result of the price of the Company’s common stock exceeding a specified level); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or

Indebtedness Cross-Default. Any Borrower or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and Loans or the GuarantyFirst Lien Debt) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding amount of which Indebtedness is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and Loans or the GuarantyFirst Lien Debt) in a principal amount outstanding of at least $50,000,000 in the aggregate for outstanding amount of which Indebtedness is in excess of the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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(hany applicable grace period having expired) nor the occurrence of the events giving rise to such conversion right shall 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 default shall occur under the terms of the First Lien Debt Documents (x) which default results in all or any part of the First Lien Debt being accelerated and becoming due and payable prior to the stated maturity thereof, or (y) as a result of the failure of the Borrower to make any principal, interest or other payment required in respect of the First Lien Debt and such principal, interest or other payment default remains uncured beyond the period of grace if any, provided in the First Lien Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orAgreement (as in effect on the Closing Date).

Indebtedness Cross-Default. (i) Any Credit Party or any of its Restricted Subsidiaries shall default in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a having an aggregate principal amount outstanding of at least more than $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate 10,000,000 beyond any applicable grace period (not to exceed 30 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 Restricted Subsidiaries shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a having an aggregate principal amount outstanding of at least more than $50,000,000 in the aggregate for the Credit Parties and their Subsidiaries 10,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Foreign Subsidiary shall default on any Indebtedness 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 and the result of such default could reasonably be expected to have a Material Adverse Effect; or (iv) any Credit Party or any of its Restricted Subsidiaries shall breach or default any payment obligation under any Secured Hedging AgreementAgreement that is a Bank Product; or

Indebtedness Cross-Default. Any Borrower or any other Credit Party (other than a Non-Material Subsidiary, except to the extent that any such act, failure to act or circumstance relating to any such Non-Material Subsidiary contemplated by this Section would or is reasonably likely to result in a Default or Event of Default by a Credit Party that is not a Non-Material Subsidiary, or have a Material Adverse Effect) shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding amount of which Indebtedness is in excess of $ 1,000,000 beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 in the aggregate for the Credit Parties and their Subsidiaries outstanding amount of which Indebtedness is in excess of $1,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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(hany applicable grace period having expired) nor the occurrence of the events giving rise to such conversion right shall 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 Credit Party such Indebtedness shall breach be declared due and payable, or default any payment obligation under any required to be prepaid, mandatorily redeemed or repurchased (other than by a regularly scheduled required prepayment or, in the case of Senior Secured Hedging Agreement; orNotes, pursuant to mandatory prepayment or repurchase provisions contained in the Senior Secured Notes Indenture), prior to the stated maturity thereof.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (1) (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, any Reimbursement Obligations and the GuarantyObligation or Indebtedness with respect to any Hedge Agreement) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding amount of which Indebtedness is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, any Reimbursement Obligations and Obligation or any Indebtedness with respect to any Hedge Agreement) the Guaranty) in a principal amount aggregate outstanding of at least $50,000,000 which Indebtedness is in excess of the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, Threshold Amount or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased(any applicable grace period having expired), prepaid, deferred or redeemed (automatically or otherwise); provided that, for the avoidance of doubt, for the purpose of that this clause (ii), it is agreed that neither a conversion of convertible ) shall not apply to secured Indebtedness permitted pursuant to under Section 6.1(h) nor the occurrence 9.1 that becomes due as a result of the events giving rise to such conversion right shall be considered to constitute voluntary sale or transfer of the property or assets securing such Indebtedness becoming due prior to its stated maturity or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii2) default in the observance or performance of any of its obligations under any Hedge Agreement resulting in the exercise by the counterparty thereunder of its right to terminate its position under such Hedge Agreement, and the Hedge Termination Value owed by any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orSubsidiary thereof as a result of such termination is greater than the Threshold Amount.

Indebtedness Cross-Default. Any Credit Party or any Restricted Subsidiary thereof shall (1) (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, any Reimbursement Obligations and the GuarantyObligation or Indebtedness with respect to any Hedge Agreement) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding amount of which Indebtedness is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, any Reimbursement Obligations and Obligation or any Indebtedness with respect to any Hedge Agreement) the Guaranty) in a principal amount aggregate outstanding of at least $50,000,000 which Indebtedness is in excess of the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, Threshold Amount or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased(any applicable grace period having expired), prepaid, deferred or redeemed (automatically or otherwise); provided that, for the avoidance of doubt, for the purpose of that this clause (ii), it is agreed that neither a conversion of convertible ) shall not apply to secured Indebtedness permitted pursuant to under Section 6.1(h) nor the occurrence 9.1 that becomes due as a result of the events giving rise to such conversion right shall be considered to constitute voluntary sale or transfer of the property or assets securing such Indebtedness becoming due prior to its stated maturity or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii2) default in the observance or performance of any of its obligations under any Hedge Agreement resulting in the exercise by the counterparty thereunder of its right to terminate its position under such Hedge Agreement, and the Hedge Termination Value owed by any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orRestricted Subsidiary thereof as a result of such termination is greater than the Threshold Amount.

Indebtedness Cross-Default. Any Credit Party or any Restricted Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Term Loans), Reimbursement Obligations and the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts) of at least which is in excess of $50,000,000 for 25,000,000, beyond the Borrower and any period 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; created (and, solely with respect to the ABL Facility, an additional 30-day grace period or such earlier time upon which the Indebtedness thereunder is accelerated or any other remedial action (other than the exercise of cash dominion) is taken thereunder) or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Term Loans), Reimbursement Obligations and the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts) of at least which is in excess of $50,000,000 in the aggregate for the Credit Parties and their Subsidiaries 25,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise)maturity; provided thatthat (x) no Event of Default shall be deemed to have occurred until such time any applicable period of cure or grace contained in any document relating to such Indebtedness has expired (and, for solely with respect to the avoidance ABL Facility, an additional 30-day grace period or such earlier time upon which the Indebtedness thereunder is accelerated or any other remedial action (other than the exercise of doubtcash dominion) is taken thereunder), for the purpose of and (y) this clause (ii), it is agreed f) shall not apply to any secured Indebtedness that neither becomes due as a conversion of convertible Indebtedness permitted pursuant to Section 6.1(h) nor the occurrence result of the events giving rise to voluntary sale, disposition or transfer or lease of the property or assets securing such conversion right shall 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 Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orIndebtedness.

Indebtedness Cross-Default. Any Loan Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any respect of the Term Loan Credit Agreement and such default results in an “Event of Default” (or the equivalent term) under, and as defined in, the Term Loan Credit Agreement, (ii) default in the payment of principal of or interest on any Indebtedness (other than Indebtedness owing to the Loans, Reimbursement Obligations Administrative Agent and the GuarantyLenders hereunder) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding amount of which Indebtedness is in excess of $500,000 beyond any applicable the period of grace period (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created; , or (iiiii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than Indebtedness owing to the Loans, Reimbursement Obligations Administrative Agent and the GuarantyLenders hereunder) in a principal amount outstanding of at least $50,000,000 in the aggregate for the Credit Parties and their Subsidiaries outstanding amount of which Indebtedness is in excess of $500,000 or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the avoidance of doubt, for the purpose of this clause (iiany applicable grace period having expired), it is agreed that neither a conversion including, without limitation, any “put” of convertible Indebtedness permitted pursuant to Section 6.1(h) nor the occurrence of the events giving rise to such conversion right shall be considered to constitute such Indebtedness becoming due prior to its stated maturity any such Loan Party or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orSubsidiary.

Indebtedness Cross-Default. The Borrower or any of its Significant Subsidiaries shall (i) Any Credit Party shall default in any the 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 outstanding principal amount, 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 any applicable the period of 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 agreement 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 outstanding principal amount, or with respect to any Hedge Agreement, the Credit Parties and their Subsidiaries Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, cause or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with after the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity due, or to be repurchased, prepaid, deferred defeased or redeemed (automatically or otherwise); provided that, for the avoidance of doubtor an offer to repurchase, for the purpose of this clause (ii)prepay, 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 be considered to constitute defease or redeem such Indebtedness becoming due to be made, prior to its stated maturity or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); or provided that this clause (iiif) shall not apply to Indebtedness that becomes due as a result of (A) any Credit Party shall breach sale, transfer or default other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (it being understood that this clause (f) will apply to any failure to make any payment obligation under required as a result of any Secured Hedging Agreement; orsuch 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 of any related swap or hedging instrument.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in 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 any applicable grace the period (not to exceed 30 days)of grace, 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 agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 in the aggregate for outstanding amount (or with respect to any Hedge Agreement, the Credit Parties and their Subsidiaries 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, or any other event (other than (x) any event that permits holders of any Permitted Convertible Indebtedness to convert such Indebtedness or (y) the conversion of any Permitted Convertible Indebtedness, in either case, 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 in accordance with the terms of the indenture governing such Permitted Convertible Indebtedness) shall occur or other condition shall exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to causecause any such Indebtedness, with the giving of notice and/or lapse of time, if required, such Indebtedness to become due prior to its stated maturity or to otherwise be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 be considered to constitute such Indebtedness becoming due prior to its stated maturity or being required to be repurchased, prepaid, deferred defeased or redeemed redeemed, in each such case, prior to its stated maturity (automatically or otherwiseany applicable grace period having expired); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or.

Indebtedness Cross-Default. Any Loan Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any respect of the ABL Loan Agreement and such default results in an “Event of Default” (or the equivalent term) under, and as defined in, the ABL Loan Agreement, (ii) default in the payment of principal of or interest on any Indebtedness (other than Indebtedness owing to the Loans, Reimbursement Obligations Administrative Agent and the GuarantyLenders hereunder) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding amount of which Indebtedness is in excess of $500,000 beyond any applicable the period of grace period (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness was created; , or (iiiii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than Indebtedness owing to the Loans, Reimbursement Obligations Administrative Agent and the GuarantyLenders hereunder) in a principal amount outstanding of at least $50,000,000 in the aggregate for the Credit Parties and their Subsidiaries outstanding amount of which Indebtedness is in excess of $500,000 or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the avoidance of doubt, for the purpose of this clause (iiany applicable grace period having expired), it is agreed that neither a conversion including, without limitation, any “put” of convertible Indebtedness permitted pursuant to Section 6.1(h) nor the occurrence of the events giving rise to such conversion right shall be considered to constitute such Indebtedness becoming due prior to its stated maturity any such Loan Party or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orSubsidiary.

Indebtedness Cross-Default. (i) Any 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, Reimbursement Obligations 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 $50,000,000 15,000,000 for the Borrower and any of its Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 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 agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations Loans and the Guaranty) in a principal amount outstanding of at least $50,000,000 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 other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 be considered to constitute such Indebtedness becoming due prior to its stated maturity or being otherwise required to be repurchased, prepaid, deferred prepaid or redeemed (automatically or otherwise)prior to its stated maturity; or (iii) any Credit Party shall breach default in the observance or performance of any financial covenants under the First Lien Credit Agreement, and either (x) such default any payment obligation shall result in the Indebtedness under any 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 such deadline is extended pursuant to the RSAs) under the RSAs to consummate the Restructuring, issue the First Lien Secured Hedging AgreementNotes and the Second Lien Secured Notes (each as defined in the RSAs) and close the Exchange Offer shall have passed; or

Indebtedness Cross-Default. (i) Any 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 and Indebtedness pursuant to the GuarantyCredit Documents) in a principal amount outstanding of at least $50,000,000 2,500,000 for the Borrower Credit Parties and any of its their Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 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 agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and Indebtedness pursuant to the GuarantyCredit Documents) in a principal amount outstanding of at least $50,000,000 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 other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Secured Hedging AgreementAgreement which breach or default remains unremedied for five (5) Business Days and, with respect to clause (iii) above, as a result of which the swap termination value owed by any such Person exceeds $2,500,000; or

Indebtedness Cross-Default. (i) Any 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 Loan and the Guaranty) (A) in a principal amount outstanding of at least $50,000,000 10,000,000 pursuant to which any Credit Party or any of its Subsidiaries is obligated to Xxxxx Fargo or any of its Affiliates beyond any applicable grace period, if any, provided in the instrument or agreement under which such Indebtedness was created or (B) except as described in the foregoing Section 8.1(d)(i)(A), in a principal amount outstanding of at least $25,000,000 for the Borrower and any Credit Party or any of its Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 days)period, 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 agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations Loan and the Guaranty) (A) in a principal amount outstanding of at least $50,000,000 10,000,000 pursuant to which any Credit Party or any of its Subsidiaries is obligated to Xxxxx Fargo or any of its Affiliates or (B) except as described in the foregoing Section 8.1(d)(ii)(A), in a principal amount outstanding of at least $25,000,000 in the aggregate for the Credit Parties or any of its Subsidiaries or, respecting the foregoing Sections 8.1(d)(ii)(A) and their Subsidiaries or 8.1(d)(ii)(B), contained in any instrument or agreement evidencing, securing or relating thereto, or or, respecting the foregoing Sections 8.1(d)(ii)(A) and 8.1(d)(ii)(B), any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party or any of its Subsidiaries shall breach or default any payment obligation under Hedge Agreement (A) with respect to which the xxxx-to-market termination value is at least $10,000,000 pursuant to which any Secured Hedging Credit Party or any of its Subsidiaries is obligated to Xxxxx Fargo or any of its Affiliates beyond any applicable grace period, if any, provided in such Hedge Agreement or (B) except as described in the foregoing Section 8.1(d)(iii)(A), with respect to which the xxxx-to-market termination value is at least $25,000,000 for any Credit Party or any of its Subsidiaries in the aggregate beyond any applicable grace period, if any, provided in such Hedge Agreement; or

Indebtedness Cross-Default. Any Credit Party or any Material Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and Obligation) the Guaranty) in a aggregate 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 daysincluding 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 instrument or agreement under which such Indebtedness was created; , or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and Obligation) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for the 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 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 Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding amount of which Indebtedness is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 in the aggregate for outstanding amount (or, with respect to any Hedge Agreement, the Credit Parties and their Subsidiaries Hedge Termination Value) of which Indebtedness is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity (any applicable grace period having expired), provided, however, that notwithstanding anything to the contrary in the foregoing, the satisfaction of any condition or the occurrence of any event that would permit the holders of Permitted Convertible Indebtedness to be repurchased, prepaid, deferred convert or redeemed require the repurchase of such Permitted Convertible Indebtedness (automatically or otherwise); provided it being understood that, for in the avoidance case of doubtany requirement to repurchase such Permitted Convertible Indebtedness, for any default in the purpose payment of the repurchase price when and as required shall, if the amount of such repurchase price exceeds the Threshold Amount, be a default under the immediately preceding clause (i) notwithstanding this proviso) shall not constitute an Event of Default under 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 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 Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or.

Indebtedness Cross-Default. (i) Any 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 35,000,000 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 agreement 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 35,000,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; or

Indebtedness Cross-Default. (i) Any Credit Party or any of its Restricted Subsidiaries shall default in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations Obligations, the Guaranty and Hedging Agreements entered into in the Guarantyordinary course of business in order to manage existing or anticipated commodity price risks) in a principal amount outstanding of at least $50,000,000 10,000,000 for the Borrower Credit Parties and any of its their Restricted Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 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 Restricted Subsidiaries shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations Obligations, the Guaranty and Hedging Agreements entered into in the Guarantyordinary course of business in order to manage existing or anticipated commodity price risks) in a principal amount outstanding of at least $50,000,000 10,000,000 in the aggregate for the Credit Parties and their Restricted Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party or any of its Restricted Subsidiaries shall breach or default any payment obligation under any Secured Hedging AgreementAgreement that is a Bank Product; or

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 in the aggregate for outstanding principal amount, or with respect to any Hedge Agreement, the Credit Parties and their Subsidiaries Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased(and, prepaidin each case, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided thatprovided, for the avoidance of doubt, for the purpose of that this clause (ii)f) shall not be applicable to any Convertible Bond Indebtedness, 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 be considered to constitute such Indebtedness becoming due prior to its stated maturity Permitted Bond Hedge Transaction or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orPermitted Capped Call Transaction.

Indebtedness Cross-Default. (i) Any Credit The Borrower or any other Loan Party shall (A) permit there to exist a default resulting in, or permitting, the acceleration of (in accordance with the provisions of any payment of principal indenture, contract or instrument evidencing, providing for the creation of or interest otherwise concerning such 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 Loans, Loans or Reimbursement Obligations and the GuarantyObligations) in a principal amount outstanding excess of at least $50,000,000 for the Borrower and any of its Subsidiaries 25,000,000 in the aggregate beyond aggregate, or (y) any applicable grace period Nonrecourse Indebtedness in excess of $75,000,000 in the aggregate; provided that Nonrecourse Indebtedness under this clause shall not include those loans designated as “Excluded Loans” set forth on Schedule 11.1(d)(i). Notwithstanding this clause (not d), with respect to exceed 30 daysthe loans set forth on Schedule 11.1(d)(ii), if any, provided in the instrument only alleged default arising thereunder is due to an allegedly non-permitted transfer (and any defaults related thereto) which occurred when Borrower acquired the Persons or agreement under which such Indebtedness was created; or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) assets 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 other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 transaction subject to such conversion right Indebtedness, which alleged default has previously been disclosed in Borrower’s publically filed financial statements, then such default (and any defaults related thereto) shall not be considered to constitute such Indebtedness becoming due prior to its stated maturity deemed as “permitting acceleration” or being required to be repurchased, prepaid, deferred repayment or redeemed (automatically or otherwise); or (iii) any Credit Party shall breach or default any payment obligation repurchase under any Secured Hedging Agreement; orthis clause.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the LoansLoans or any Reimbursement Obligation) the outstanding aggregate principal amount, Reimbursement Obligations and or with respect to any Hedge Agreement, the Guaranty) Hedge Termination Value, of which is in a principal amount outstanding excess of at least $50,000,000 for the Borrower and any Threshold Amount beyond the period 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 agreement or condition relating to any Indebtedness (other than the LoansLoans or any Reimbursement Obligation) the outstanding aggregate principal amount, Reimbursement Obligations and or with respect to any Hedge Agreement, the Guaranty) Hedge Termination Value, of which is in a principal amount outstanding excess of at least $50,000,000 in the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for the avoidance of doubt, for the purpose of that this clause (ii), it is agreed f)(ii) shall not apply to (A) secured Indebtedness that neither becomes due as a conversion of convertible Indebtedness permitted pursuant to Section 6.1(h) nor the occurrence result of the events giving rise to voluntary sale or transfer of the property or assets securing such conversion right shall be considered to constitute Indebtedness, if such Indebtedness becoming due prior to its stated maturity sale or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise)transfer is permitted hereunder and under the documents providing for such Indebtedness; or (iiiB) the satisfaction of a condition to conversion of any Credit Party shall breach convertible notes constituting Permitted Unsecured Indebtedness permitted to be incurred under this Agreement or default any payment obligation under settlement of any Secured Hedging Agreement; orsuch conversion permitted hereunder.

Indebtedness Cross-Default. (i) Any Credit Party or any Subsidiary thereof shall (A) default in any the payment of principal of or interest on any Indebtedness (other than the Loans, any Reimbursement Obligations and Obligation or any Hedge Agreement) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts) of at least $50,000,000 for which is in excess of the Borrower and any Threshold Amount beyond the period 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 (iiB) any Credit Party shall default in the observance 110 or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, any Reimbursement Obligations and Obligation or any Hedge Agreement) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts), of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, in each case the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity (any applicable grace period having expired) or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the 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 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 Credit Party or any Subsidiary thereof shall breach or (A) default in the payment of any payment obligation amounts due under any Secured Hedging Hedge Agreement; or, the Hedge Termination Value of which, at the time of such default, is in excess of the Threshold Amount, beyond the period of grace, if any, provided in the Hedge Agreement or (B) default in the observance or performance of any other agreement under any Hedge Agreement, the Hedge Termination Value of which, at the time of such default, is in excess of the Threshold Amount or any other event shall occur or condition exist, with the Credit Party or any Subsidiary thereof as the sole affected party, in each case the effect of which default or other event or condition is to permit the counterparty under such Hedge agreement to declare, with the giving of notice and/or lapse of time, if required, an early termination date for all transactions under such Hedge Agreement.

Indebtedness Cross-Default. Any Loan Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and ) the Guaranty) in a aggregate 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 daysincluding undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of $5,000,000 beyond the period of grace 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 agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and ) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least which is in excess of $50,000,000 in the aggregate for the Credit Parties and their Subsidiaries 5,000,000 or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity or to be repurchased, prepaid, deferred or redeemed (automatically or otherwiseany applicable grace period having expired); provided that, for notwithstanding the avoidance foregoing, it shall not be an Event of doubt, for the purpose of Default under this clause (ii), it is agreed f) if such default arises solely from non-payment on unsecured Seller Debt that neither a conversion of convertible Indebtedness permitted constitutes subordinated debt pursuant to Section 6.1(h7.16 and such non-payment is equal to or less than the amount of a contractual obligation (or obligations) nor that Borrower claims in good faith is due and owing by the occurrence holder of such Seller Debt to the events giving rise to such conversion right shall be considered to constitute such Indebtedness becoming due prior to Borrower and its stated maturity or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orSubsidiaries.

Indebtedness Cross-Default. The Account Party shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and obligations amongst the GuarantyAccount Party and its affiliates) in a the aggregate 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 daysincluding 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 instrument or agreement under which such Indebtedness was created; , or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and obligations amongst the GuarantyAccount Party and its affiliates) in a the aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition existexist (other than the Obligations and obligations amongst the Account Party and its affiliates), the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to (A) become due prior to its stated maturity due, or to be repurchased, prepaid, deferred defeased or redeemed (automatically or otherwise); provided that, for the avoidance of doubtor an offer to repurchase, for the purpose of this clause (ii)prepay, 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 be considered to constitute defease or redeem such Indebtedness becoming due to be made, prior to its stated maturity or being required to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); any applicable grace period having expired) or (iiiB) any Credit be cash collateralized (it being understood that a pledge of cash collateral by the Account Party shall breach to secure a Hedge Agreement as initial or default any payment obligation under any Secured Hedging Agreement; orvariation margin does not trigger a violation of this clause (B)).

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 for the Borrower and any of its Subsidiaries in the aggregate outstanding amount of which Indebtedness is in excess of the Threshold Amount beyond any applicable the period of 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 agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $50,000,000 in the aggregate for outstanding amount (or, with respect to any Hedge Agreement, the Credit Parties and their Subsidiaries Hedge Termination Value) of which Indebtedness is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to become due prior to its stated maturity (any applicable grace period having expired); provided, that, none of (A) the occurrence of an event or condition entitling holders of Indebtedness of the Borrower to convert such Indebtedness to Capital Stock of the Borrower (or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise); provided that, for the avoidance of doubt, for the purpose of this clause (iisettle any Hedge Agreement entered into in connection therewith), it is agreed that neither (B) the coming due of any secured Indebtedness as a conversion result of convertible Indebtedness any Asset Disposition permitted pursuant to Section 6.1(h) nor the occurrence 9.5 of the events giving rise to assets securing such conversion right shall be considered to constitute such Indebtedness becoming due prior to its stated maturity or being required to be repurchasedIndebtedness, prepaid, deferred or redeemed (automatically or otherwise); or (iiiC) any Credit Party voluntary prepayments, tender offers or calls of Indebtedness permitted under this Agreement shall breach or default any payment obligation under any Secured Hedging Agreement; orconstitute an Event of Default hereunder.

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) Any Credit Party shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and Obligation) the Guaranty) in a aggregate 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 daysincluding 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 instrument or agreement under which such Indebtedness was created; , or (ii) any Credit Party shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Loans or any Reimbursement Obligations and Obligation) the Guaranty) in a aggregate principal amount outstanding (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $50,000,000 which is in excess of the aggregate for the Credit Parties and their Subsidiaries Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, thereto or any other event shall occur or condition exist, the effect of which default or other event or condition referred to in clause (i) or clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiariesholders) to cause, with the giving of notice if required, cause any such Indebtedness to become due redeemable, due, liquidated or otherwise payable prior to its stated maturity maturity(whether upon acceleration or otherwise) and/or to be repurchased, prepaid, deferred or redeemed (automatically or otherwise)secured by cash collateral; provided that, for that so long as the avoidance Obligations under this Agreement have not been accelerated and no remedies have been exercised in accordance with the Loan Documents as a result of doubt, for the purpose an Event of Default arising solely under this clause (iiSection 10.1(f), it is agreed that neither a conversion then upon the express written waiver of convertible such default in the observance or performance of any other agreement or condition relating to any Indebtedness permitted pursuant to Section 6.1(h) nor the occurrence of the events giving rise to an Event of Default under this Section 10.1(f), such conversion right Event of Default under this Section 10.1(f) shall be considered to constitute such Indebtedness becoming due prior to its stated maturity or being required to be repurchased, prepaid, deferred or redeemed (immediately and automatically or otherwise); or (iii) any Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement; orwaived hereunder. ​ 122 ​