Common use of Indebtedness Cross-Default Clause in Contracts

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) default in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) 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 the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding principal amount, or with respect to any Hedge Agreement, the 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, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) 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 (and, in each case, any applicable grace period having expired); provided, that this clause (f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) default in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) 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 the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding principal amount, or with respect to any Hedge Agreement, the 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, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) 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 (and, in each case, any applicable grace period having expired); provided, provided that this clause (fii) shall not be applicable apply to (x) secured Indebtedness becoming due 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 clause (iii) of Section 9.1(r), or any conversion or settlement provisions with respect to any Convertible Bond IndebtednessDebt Securities or the satisfaction of any condition to conversion or required repurchase with respect to any Convertible Debt Securities, in each case not resulting from an event of default thereunder or an event of the type that constitutes an Event of Default (excluding a Change in Control); or (z) any early payment requirement or unwinding or termination with respect to any Permitted Bond Hedge Transaction or Permitted Capped Call TransactionSpread Agreement. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:

Indebtedness Cross-Default. (i) Any Credit Party or any Subsidiary thereof shall (i) default in the any payment of principal of or interest on any Indebtedness (other than the Loans or Loans, Reimbursement Obligations, the Guaranty and the Secured Hedging Agreements) in a principal amount outstanding of at least $1,000,000 for any Reimbursement Obligation) Credit Party and any of their Subsidiaries in the aggregate outstanding principal amountbeyond any applicable grace period (not to exceed sixty (60) days), 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 or any Loans, Reimbursement ObligationObligations, the Guaranty and the Secured Hedging Agreements) in a principal amount outstanding of at least $1,000,000 in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, for the Hedge Termination Value, of which is in excess of the Threshold Amount Credit Parties and their Subsidiaries 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 holdersholders or beneficiary or beneficiaries) 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 (and, in each case, automatically or otherwise); or (iii) any Credit Party shall breach or default any Secured Hedging Agreement and such breach or default shall continue beyond any applicable grace period having expired)period, if any, and results in an “early termination event” as defined thereunder for which such Credit party would be obligated to make a payment with respect thereto of $1,000,000 or more; provided, that this clause (f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:or

Indebtedness Cross-Default. (i) Any Credit Party or any Subsidiary thereof of its Subsidiaries shall (i) default in the any payment of principal of or interest on any Indebtedness (other than the Loans Loans, Reimbursement Obligations, the Guaranty, ASC 840-40 lease financing obligations and Hedging Agreements entered into in the ordinary course of business in order to manage existing or anticipated commodity price risks) in a principal amount outstanding of at least $10,000,000 for the Credit Parties and any Reimbursement Obligation) of their Subsidiaries in the aggregate outstanding principal amountbeyond any applicable grace period (not to exceed thirty (30) days), 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 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 Loans, Reimbursement Obligations, the Guaranty, ASC 840-40 lease financing obligations and Hedging Agreements entered into in the ordinary course of business in order to manage existing or any Reimbursement Obligationanticipated commodity price risks) in a principal amount outstanding of at least $10,000,000 in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, for the Hedge Termination Value, of which is in excess of the Threshold Amount Credit Parties and their Subsidiaries 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 holdersholders or beneficiary or beneficiaries) 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 (and, in each case, any applicable grace period having expiredautomatically or otherwise); provided, or (iii) any Credit Party or any of its Subsidiaries shall breach or default any Hedging Agreement that this clause (f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:is a Bank Product; or

Indebtedness Cross-Default. (i) Any Credit Party or any Subsidiary thereof of its Subsidiaries shall (i) default in the any payment of principal of or interest on any Indebtedness (other than the Loans or Indebtedness pursuant to the Credit Documents) in a principal amount outstanding of at least $2,500,000 for the Credit Parties and any Reimbursement Obligation) of their Subsidiaries in the aggregate outstanding principal amountbeyond any applicable grace period (not to exceed thirty (30) days), 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 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 or any Reimbursement ObligationIndebtedness pursuant to the Credit Documents) in a principal amount outstanding of at least $2,500,000 in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, for the Hedge Termination Value, of which is in excess of the Threshold Amount Credit Parties and their Subsidiaries 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 holdersholders or beneficiary or beneficiaries) 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); or (iii) any Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Hedging Agreement which breach or default remains unremedied for five (5) Business Days and, in each case, any applicable grace period having expired); provided, that this with respect to clause (fiii) shall not be applicable to above, as a result of which the swap termination value owed by any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:such Person exceeds $2,500,000; or

Indebtedness Cross-Default. (i) Any Credit Party or any Subsidiary thereof of its Subsidiaries shall (i) default in the any payment of principal of or interest on any Indebtedness (other than the Loans or Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $2,000,000 for the Credit Parties and any Reimbursement Obligation) of their Subsidiaries in the aggregate outstanding principal amountbeyond any applicable grace period (not to exceed thirty (30) days), 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 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 or any Loans, Reimbursement ObligationObligations and the Guaranty) in a principal amount outstanding of at least $2,000,000 in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, for the Hedge Termination Value, of which is in excess of the Threshold Amount Credit Parties and their Subsidiaries 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 holdersholders or beneficiary or beneficiaries) 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 (and, in each case, any applicable grace period having expiredautomatically or otherwise); provided, or (iii) any Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Hedging Agreement that this clause (f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:is a Bank Product; or

Indebtedness Cross-Default. Any Credit NATC Party or any Subsidiary thereof shall (i) default in the payment of any Indebtedness (other than the Loans or any Reimbursement ObligationLoans) the aggregate outstanding principal amountamount (including 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) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement ObligationLoans) the aggregate outstanding principal amountamount (including 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 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 a trustee or agent on behalf of such holder or holders) 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 (and, in each case, any applicable grace period having expired); providedprovided that no such event under the ABL Facility shall constitute an Event of Default under this Section 8.1(f) until the earliest to occur of (x) the date that is thirty (30) days after such event or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the Indebtedness under the ABL Facility or the termination of any commitment thereunder and (z) the exercise of any remedies by the ABL Administrative Agent in respect of any Collateral (provided that this clause (f) the following shall not be applicable constitute an exercise of remedies: (A) cash sweeps that are permitted pursuant to any Convertible Bond Indebtednessthe terms of the ABL Loan Documents relating to dominion over bank accounts, Permitted Bond Hedge Transaction (B) the establishment of borrowing base reserves, collateral ineligibles, or Permitted Capped Call Transaction. other conditions for advances, (iiC) adding the following new clauses changing of advance rates or advance sublimits, (mD) the imposition of a default rate or late fee and (nE) immediately after clause (l) thereof:the cessation of lending pursuant to the provisions of the ABL Loan Documents, including upon the occurrence of a default on the existence of an overadvance, in each case, so long as the commitments under the ABL Loan Documents have not been terminated or suspended).

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) any Credit Party shall default in the any payment of principal of or interest on any Indebtedness (other than the Loans or Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $5,000,000 for the Borrower and any Reimbursement Obligation) of its Subsidiaries in the aggregate outstanding principal amountbeyond any applicable grace period (not to exceed thirty (30) days), 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, other than the Indebtedness set forth on Schedule 7.1(d), which shall be paid within thirty (30) days after the Closing Date; or (ii) any Credit Party shall default in the observance or performance of any other material agreement or material condition relating to any Indebtedness (other than the Loans or any Loans, Reimbursement ObligationObligations and the Guaranty) in a principal amount outstanding of at least $5,000,000 in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, for the Hedge Termination Value, of which is in excess of the Threshold Amount Credit Parties and their Subsidiaries 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 holdersholders or beneficiary or beneficiaries) 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 maturity, other than the Indebtedness set forth on Schedule 7.1(d), which shall be paid within thirty (and, in each case, 30) days after the Closing Date; or (iii) any applicable Credit Party shall breach or default any Secured Hedging Agreement (after giving effect to any grace period having expiredperiods with respect thereto); provided, that this clause (f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:or

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) default in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding principal amountamount (including 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) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding principal amountamount (including 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 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 referred to in clause (i) or clause (ii) is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, cause any such Indebtedness to become due redeemable, due, liquidated or otherwise payable prior to its stated maturity (andmaturity(whether upon acceleration or otherwise) and/or to be secured by cash collateral; provided that so long as the Obligations under this Agreement have not been accelerated and no remedies have been exercised in accordance with the Loan Documents as a result of an Event of Default arising solely under this Section 10.1(f), then upon the express written waiver of such default in each casethe observance or performance of any other agreement or condition relating to any Indebtedness giving rise to an Event of Default under this Section 10.1(f), any applicable grace period having expired); provided, that such Event of Default under this clause (fSection 10.1(f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) considered immediately and (n) immediately after clause (l) thereof:automatically waived hereunder. ​ ​

Indebtedness Cross-Default. (i) Any Credit Party or any Subsidiary thereof of its Subsidiaries (other than an Immaterial Subsidiary) shall (i) default in the any payment of principal of or interest on any Indebtedness (other than the Loans or Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $7,500,000 for the Credit Parties and any Reimbursement Obligationof their Subsidiaries (other than an Immaterial Subsidiary) in the aggregate outstanding principal amountbeyond any applicable grace period (not to exceed thirty (30) days), 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 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 or any Loans, Reimbursement ObligationObligations and the Guaranty) in a principal amount outstanding of at least $7,500,000 in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, for the Hedge Termination Value, of which is in excess of the Threshold Amount Credit Parties and their Subsidiaries (other than an Immaterial Subsidiary) 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 holdersholders or beneficiary or beneficiaries) 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 (and, in each case, any applicable grace period having expiredautomatically or otherwise); provided, or (iii) any Credit Party or any of its Subsidiaries shall breach or default any Hedging Agreement that this clause (f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:is a Bank Product; or

Indebtedness Cross-Default. (i) Any Credit Party or any Subsidiary thereof shall (i) default of its Subsidiaries defaults in the any payment of principal of or interest on any Indebtedness (other than the Loans or Indebtedness pursuant to the Credit Documents) in a principal amount outstanding of at least $2,500,000 for the Credit Parties and any Reimbursement Obligation) of their Subsidiaries in the aggregate outstanding principal amountbeyond any applicable grace period (not to exceed thirty (30) days), 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) default any Credit Party 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 or any Reimbursement ObligationIndebtedness pursuant to the Credit Documents) in a principal amount outstanding of at least $2,500,000 in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, for the Hedge Termination Value, of which is in excess of the Threshold Amount Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto 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 |US-DOCS\140878708.9|| trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) 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); or (iii) any Credit Party or any of its Subsidiaries breaches or defaults any payment obligation under any Hedging Agreement which breach or default remains unremedied for five (5) Business Days and, in each case, any applicable grace period having expired); provided, that this with respect to clause (fiii) shall not be applicable to above, as a result of which the swap termination value owed by any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:such Person exceeds $2,500,000; or

Indebtedness Cross-Default. Any Credit Party or any Subsidiary thereof shall (i) The Lead Borrower or any of its Restricted Subsidiaries shall default in the any payment of principal of or interest on any Indebtedness (other than the Loans or Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $35,000,000 for the Lead Borrower and any Reimbursement Obligation) of its Restricted Subsidiaries in the aggregate outstanding principal amountbeyond any applicable grace period, 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) after giving effect to any applicable grace or cure periods, the Lead Borrower 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 or any Loans, Reimbursement ObligationObligations and the Guaranty) in a principal amount outstanding of at least $35,000,000 in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, for the Hedge Termination Value, of which is in excess of the Threshold Amount Lead Borrower and its Restricted Subsidiaries 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 holdersholders or beneficiary or beneficiaries) 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 (andautomatically or otherwise) (other than, in each case, (1) any applicable grace period having expiredevent that permits holders of any Convertible Notes to convert or exchange such Indebtedness into common stock of the Lead Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Lead Borrower); provided, that this clause cash or a combination thereof, (f2) shall not be applicable the conversion or exchange of any Convertible Notes into common stock of the Lead Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Lead Borrower), cash or a combination thereof, (3) any repurchase, prepayment, defeasance, redemption, conversion or settlement with respect to any Convertible Bond IndebtednessNotes, or satisfaction of any condition giving rise to or permitting the foregoing, pursuant to its terms unless such repurchase, prepayment, defeasance, redemption, conversion or settlement results from a default thereunder or an event of the type that constitutes an Event of Default, or (4) the occurrence of any early termination, unwind or cancellation and payment (each howsoever defined) of any Permitted Bond Hedge Transaction or any Permitted Capped Call Warrant Transaction. ); or (iiiii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:Lead Borrower or any of its Restricted Subsidiaries shall breach or default any payment obligation under any Hedging Agreement that is a Bank Product; or

Indebtedness Cross-Default. (i) Any Credit Party or any Subsidiary thereof of its Subsidiaries (other than an Immaterial Subsidiary) shall (i) default in the any payment of principal of or interest on any Indebtedness (other than the Loans or Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $5,000,000 for the Credit Parties and any Reimbursement Obligationof their Subsidiaries (other than an Immaterial Subsidiary) in the aggregate outstanding principal amountbeyond any applicable grace period (not to exceed thirty (30) days), 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 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 or any Loans, Reimbursement ObligationObligations and the Guaranty) in a principal amount outstanding of at least $5,000,000 in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, for the Hedge Termination Value, of which is in excess of the Threshold Amount Credit Parties and their Subsidiaries (other than an Immaterial Subsidiary) 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 holdersholders or beneficiary or beneficiaries) 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 (and, in each case, any applicable grace period having expiredautomatically or otherwise); provided, or (iii) any Credit Party or any of its Subsidiaries shall breach or default any Hedging Agreement that this clause (f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:is a Bank Product; or

Indebtedness Cross-Default. Any Credit Party or any Material Subsidiary thereof shall (i) default in the any payment of principal of or interest on any Indebtedness (other than including the Loans or any Private Placement Debt, but excluding the Loans, Reimbursement ObligationObligations and the Guaranties hereunder) in a principal amount outstanding of at least $5,000,000 in the aggregate outstanding principal amount, or with respect to any Hedge Agreement, for the Hedge Termination Value, of which is in excess of the Threshold Amount Credit Parties and their Subsidiaries beyond the period of grace (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created, created or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than including the Loans or any Private Placement Debt, but excluding the Loans, Reimbursement ObligationObligations and the Guaranties hereunder) in a principal amount outstanding of at least $5,000,000 in the aggregate outstanding principal amount, for the Credit Parties or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount their Subsidiaries 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 holdersholders or beneficiary or beneficiaries) 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 (and, in each case, iii) any applicable grace period having expired)Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Secured Hedging Agreement; provided, that this clause (f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:or

Indebtedness Cross-Default. Any Credit Party or any Restricted Subsidiary thereof shall (i) default in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) Term Loans), the aggregate outstanding principal amount, amount (including undrawn committed or with respect to any Hedge Agreement, the Hedge Termination Value, available amounts) of which is in excess of the Threshold Amount $25,000,000, beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was createdcreated (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) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) Term Loans), the aggregate outstanding principal amount, amount (including undrawn committed or with respect to any Hedge Agreement, the Hedge Termination Value, available amounts) of which is in excess of the Threshold Amount $25,000,000, 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 a trustee or agent on behalf of such holder or holders) 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 maturity; provided that (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, in each casesolely with respect to the ABL Facility, any applicable an additional 30-day grace period having expiredor 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); provided, that and (y) this clause (f) shall not be applicable apply to any Convertible Bond secured Indebtedness that becomes due as a result of the voluntary sale, disposition or transfer or lease of the property or assets securing such Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:

Indebtedness Cross-Default. (i) Any Credit Party or any Subsidiary thereof of its Subsidiaries shall (i) default in the any payment of principal of or interest on any Indebtedness (other than the Loans Loan and the Guaranty) (A) in a principal amount outstanding of at least $10,000,000 pursuant to which any Credit Party or any Reimbursement Obligationof 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 any Credit Party or any of its Subsidiaries in the aggregate outstanding principal amountbeyond any applicable grace period, 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 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 Loan and the Guaranty) (A) in a principal amount outstanding of at least $10,000,000 pursuant to which any Credit Party or any Reimbursement Obligationof 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 outstanding principal amountfor the Credit Parties or any of its Subsidiaries or, or with respect to any Hedge Agreementrespecting the foregoing Sections 8.1(d)(ii)(A) and 8.1(d)(ii)(B), the 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 thereto, 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 holdersholders or beneficiary or beneficiaries) 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 (and, in each case, automatically or otherwise); or (iii) any Credit Party or any of its Subsidiaries shall breach or default any Hedge Agreement (A) with respect to which the xxxx-to-market termination value is at least $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 having expiredperiod, 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; provided, that this clause (f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:or

Indebtedness Cross-Default. Any Credit NATC Party or any Subsidiary thereof shall (i) default in the payment of any Indebtedness (other than the Loans or any Reimbursement ObligationLoans) the aggregate outstanding principal amountamount (including 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) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement ObligationLoans) the aggregate outstanding principal amountamount (including 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 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 a trustee or agent on behalf of such holder or holders) 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 (and, in each case, any applicable grace period having expired); providedprovided that no such event under the ABL Facility or the First Lien Term Loan Facility shall constitute an Event of Default under this Section 8.1(f) until the earliest to occur of (x) the date that is sixty (60) days after such event or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the Indebtedness under the ABL Facility or the First Lien Term Loan Facility, as applicable, or the termination of any commitment thereunder and (z) the exercise of any remedies by the ABL Administrative Agent or the First Lien Term Loan Administrative Agent, as applicable, in respect of any Collateral (provided that this clause (f) the following shall not be applicable constitute an exercise of remedies: (A) cash sweeps that are permitted pursuant to any Convertible Bond Indebtednessthe terms of the ABL Loan Documents relating to dominion over bank accounts, Permitted Bond Hedge Transaction (B) the establishment of borrowing base reserves, collateral ineligibles, or Permitted Capped Call Transaction. other conditions for advances, (iiC) adding the following new clauses changing of advance rates or advance sublimits, (mD) the imposition of a default rate or late fee and (nE) immediately after clause (l) thereof:the cessation of lending pursuant to the provisions of the ABL Loan Documents, including upon the occurrence of a default on the existence of an overadvance, in each case, so long as the commitments under the ABL Loan Documents have not been terminated or suspended).

Indebtedness Cross-Default. (i) Any Credit Party or any Subsidiary thereof shall (iA) default in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding principal amountamount of which Indebtedness (or, 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 (iiB) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate outstanding principal amountamount (or, 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 a trustee or agent on behalf of such holder or holders) 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 (andany applicable grace period having expired) or (ii) any Credit Party, any Shared Services Party or any of their respective Subsidiaries or Affiliates shall (A) default in each casethe payment of any Indebtedness under a Shared Services Party Credit Facility or any Guaranty Obligations with respect thereto beyond the period of grace, if any, provided thereunder or (B) default in the observance or performance of any other agreement or condition relating to a Shared Services Party Credit Facility or any Guaranty Obligations with respect thereto 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 a trustee or agent on behalf of such holder or holders) 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 this clause (f) shall not be applicable to any Convertible Bond Indebtedness, Permitted Bond Hedge Transaction or Permitted Capped Call Transaction. (ii) adding the following new clauses (m) and (n) immediately after clause (l) thereof:”