Common use of Indebtedness Cross-Default Clause in Contracts

Indebtedness Cross-Default. (i) The Lead 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 $35,000,000 for the Lead Borrower and any of its Restricted Subsidiaries in the aggregate beyond any applicable grace period, 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, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $35,000,000 in the aggregate for the Lead Borrower and 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) (other than, in each case, (1) any event 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), cash or a combination thereof, (2) 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 Notes, 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 Warrant Transaction); or (iii) the 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) The Lead Borrower Any Credit Party or any of its Restricted 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 $35,000,000 7,500,000 for the Lead Borrower Credit Parties and any of its Restricted their Subsidiaries (other than an Immaterial Subsidiary) in the aggregate beyond any applicable grace periodperiod (not to exceed thirty (30) days), 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 Credit Party or any of its Restricted 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 $35,000,000 7,500,000 in the aggregate for the Lead Borrower Credit Parties and its Restricted 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) (other than, in each case, (1) any event 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), cash or a combination thereof, (2) 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 Notes, 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 Warrant Transaction); or (iii) the Lead Borrower any Credit Party 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) The Lead Borrower 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 Indebtedness pursuant to the GuarantyCredit Documents) in a principal amount outstanding of at least $35,000,000 2,500,000 for the Lead Borrower Credit Parties and any of its Restricted their Subsidiaries in the aggregate beyond any applicable grace periodperiod (not to exceed thirty (30) days), 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 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 Indebtedness pursuant to the GuarantyCredit Documents) in a principal amount outstanding of at least $35,000,000 2,500,000 in the aggregate for the Lead Borrower Credit Parties and its Restricted 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) (other than, in each case, (1) any event 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), cash or a combination thereof, (2) 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 Notes, 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 Warrant Transaction); or (iii) the Lead Borrower any Credit Party or any of its Restricted Subsidiaries shall breach or default any payment obligation under any Hedging Agreement that is which breach or default remains unremedied for five (5) Business Days and, with respect to clause (iii) above, as a Bank Productresult of which the swap termination value owed by any such Person exceeds $2,500,000; or

Indebtedness Cross-Default. (i) The Lead Borrower 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 Loan and the Guaranty) (A) in a principal amount outstanding of at least $35,000,000 for the Lead Borrower and 10,000,000 pursuant to which any Credit Party or any of its Restricted Subsidiaries is obligated to ▇▇▇▇▇ 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 beyond any applicable grace period, 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 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 Loan and the Guaranty) (A) in a principal amount outstanding of at least $35,000,000 10,000,000 pursuant to which any Credit Party or any of its Subsidiaries is obligated to ▇▇▇▇▇ 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 Lead Borrower Credit Parties or any of its Subsidiaries or, respecting the foregoing Sections 8.1(d)(ii)(A) and its Restricted 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) (other than, in each case, (1) any event 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), cash or a combination thereof, (2) 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 Notes, 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 Warrant Transaction); or (iii) the Lead Borrower any Credit Party or any of its Restricted Subsidiaries shall breach or default any payment obligation under Hedge Agreement (A) with respect to which the ▇▇▇▇-to-market termination value is at least $10,000,000 pursuant to which any Hedging Credit Party or any of its Subsidiaries is obligated to ▇▇▇▇▇ Fargo or any of its Affiliates beyond any applicable grace period, if any, provided in such Hedge Agreement that or (B) except as described in the foregoing Section 8.1(d)(iii)(A), with respect to which the ▇▇▇▇-to-market termination value is a Bank Productat 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 Everest Party shall (i) The Lead Borrower or any of its Restricted Subsidiaries shall default in any the payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and obligations amongst such Everest 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 $35,000,000 for which is in excess of the Lead Borrower and any of its Restricted Subsidiaries applicable Threshold Amount (or, in the aggregate case of the Account Party, in excess of[*****]) beyond any applicable the period of grace period, 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, Reimbursement Obligations and obligations amongst such Everest 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 $35,000,000 which is in excess of the applicable Threshold Amount (or, in the aggregate for case of the Lead Borrower and its Restricted Subsidiaries Account Party, in excess of[*****]) 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 Everest 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) (other than), in each caseor an offer to repurchase, (1) any event that permits holders of any Convertible Notes to convert prepay, defease or exchange redeem such Indebtedness into common stock of the Lead Borrower (or other securities or property following a merger eventto be made, reclassification or other change of the common stock of the Lead Borrower), cash or a combination thereof, (2) 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 Notes, or satisfaction of any condition giving rise to or permitting the foregoing, pursuant prior 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, stated maturity (any applicable grace period having expired) or (4B) the occurrence be cash collateralized (it being understood that a pledge of any early termination, unwind cash collateral by an Everest Party to secure a Hedge Agreement as initial or cancellation and payment variation margin does not trigger a violation of this clause (each howsoever defined) of any Permitted Bond Hedge Transaction or any Permitted Warrant TransactionB); or (iii) the 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) The Lead Borrower or any of its Restricted Subsidiaries 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 $35,000,000 5,000,000 for the Lead Borrower and any of its Restricted Subsidiaries in the aggregate beyond any applicable grace periodperiod (not to exceed thirty (30) days), 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) after giving effect to any applicable grace or cure periods, the Lead Borrower or any of its Restricted Subsidiaries 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, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $35,000,000 5,000,000 in the aggregate for the Lead Borrower Credit Parties and its Restricted 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 repurchasedmaturity, prepaid, deferred or redeemed (automatically or otherwise) (other than, in each case, (1) any event that permits holders of any Convertible Notes to convert or exchange such than the 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 Borrowerset forth on Schedule 7.1(d), cash or a combination thereof, which shall be paid within thirty (230) days after 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 Notes, 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 Warrant Transaction)Closing Date; or (iii) the Lead Borrower or any of its Restricted Subsidiaries Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement that is a Bank Product(after giving effect to any grace periods with respect thereto); or

Indebtedness Cross-Default. Any Credit Party or any Material Subsidiary shall (i) The Lead Borrower or any of its Restricted Subsidiaries shall default in any payment of principal of or interest on any Indebtedness (other than including the Private Placement Debt, but excluding the Loans, Reimbursement Obligations and the GuarantyGuaranties hereunder) in a principal amount outstanding of at least $35,000,000 for the Lead Borrower and any of its Restricted Subsidiaries 5,000,000 in the aggregate for the Credit Parties and their Subsidiaries beyond any applicable the period of grace period(not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; 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 including the Private Placement Debt, but excluding the Loans, Reimbursement Obligations and the GuarantyGuaranties hereunder) in a principal amount outstanding of at least $35,000,000 5,000,000 in the aggregate for the Lead Borrower and its Restricted Credit Parties or 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) (other than, in each case, (1) any event 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), cash or a combination thereof, (2) 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 Notes, 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 Warrant Transaction); or (iii) the Lead Borrower any Credit Party or any of its Restricted Subsidiaries shall breach or default any payment obligation under any Secured Hedging Agreement that is a Bank ProductAgreement; or

Indebtedness Cross-Default. (i) The Lead Borrower Any Credit Party or any of its Restricted Subsidiaries shall default 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 $35,000,000 2,500,000 for the Lead Borrower Credit Parties and any of its Restricted their Subsidiaries in the aggregate beyond any applicable grace periodperiod (not to exceed thirty (30) days), 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 Credit Party or any of its Restricted Subsidiaries shall default 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 $35,000,000 2,500,000 in the aggregate for the Lead Borrower Credit Parties and its Restricted 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 |US-DOCS\140878708.9|| 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) (other than, in each case, (1) any event 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), cash or a combination thereof, (2) 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 Notes, 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 Warrant Transaction); or (iii) the Lead Borrower any Credit Party or any of its Restricted Subsidiaries shall breach breaches or default defaults any payment obligation under any Hedging Agreement that is which breach or default remains unremedied for five (5) Business Days and, with respect to clause (iii) above, as a Bank Productresult of which the swap termination value owed by any such Person exceeds $2,500,000; or

Indebtedness Cross-Default. Any NATC Party or any Subsidiary thereof shall (i) The Lead Borrower or any of its Restricted Subsidiaries 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 (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $35,000,000 for which is in excess of the Lead Borrower and any Threshold Amount beyond the period of its Restricted Subsidiaries in the aggregate beyond any applicable grace period, 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, 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 $35,000,000 which is in excess of the aggregate for the Lead Borrower and its Restricted 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 (any applicable grace period having expired); provided 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 be repurchasedoccur 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), prepaid(y) the acceleration of the Indebtedness under the ABL Facility or the First Lien Term Loan Facility, deferred as applicable, or redeemed the termination of any commitment thereunder and (automatically z) the exercise of any remedies by the ABL Administrative Agent or otherwisethe First Lien Term Loan Administrative Agent, as applicable, in respect of any Collateral (provided that the following shall not constitute an exercise of remedies: (A) cash sweeps that are permitted pursuant to the terms of the ABL Loan Documents relating to dominion over bank accounts, (B) the establishment of borrowing base reserves, collateral ineligibles, or other thanconditions for advances, (C) the changing of advance rates or advance sublimits, (D) the imposition of a default rate or late fee and (E) the cessation of lending pursuant to the provisions of the ABL Loan Documents, including upon the occurrence of a default on the existence of an overadvance, in each case, (1) any event that permits holders of any Convertible Notes to convert so long as the commitments under the ABL Loan Documents have not been terminated 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 Borrowersuspended), cash or a combination thereof, (2) 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 Notes, 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 Warrant Transaction); or (iii) the 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) The Lead Borrower or any of its Restricted Subsidiaries Any Credit Party shall default in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations Obligations, the Guaranty and the GuarantySecured Hedging Agreements) in a principal amount outstanding of at least $35,000,000 1,000,000 for the Lead Borrower any Credit Party and any of its Restricted their Subsidiaries in the aggregate beyond any applicable grace periodperiod (not to exceed sixty (60) days), 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 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 Obligations, the Guaranty and the GuarantySecured Hedging Agreements) in a principal amount outstanding of at least $35,000,000 1,000,000 in the aggregate for the Lead Borrower Credit Parties and its Restricted 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) (other than, in each case, (1) any event 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), cash or a combination thereof, (2) 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 Notes, 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 Warrant Transaction); or (iii) the Lead Borrower or any of its Restricted Subsidiaries Credit Party shall breach or default any payment obligation under any Secured Hedging Agreement that is and such breach or default shall continue beyond any applicable grace period, if any, and results in an “early termination event” as defined thereunder for which such Credit party would be obligated to make a Bank Productpayment with respect thereto of $1,000,000 or more; or

Indebtedness Cross-Default. Any NATC Party or any Subsidiary thereof shall (i) The Lead Borrower or any of its Restricted Subsidiaries 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 (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $35,000,000 for which is in excess of the Lead Borrower and any Threshold Amount beyond the period of its Restricted Subsidiaries in the aggregate beyond any applicable grace period, 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, 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 $35,000,000 which is in excess of the aggregate for the Lead Borrower and its Restricted 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 (any applicable grace period having expired); provided 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 the following shall not constitute an exercise of remedies: (A) cash sweeps that are permitted pursuant to be repurchasedthe terms of the ABL Loan Documents relating to dominion over bank accounts, prepaid(B) the establishment of borrowing base reserves, deferred collateral ineligibles, or redeemed other conditions for advances, (automatically C) the changing of advance rates or otherwiseadvance sublimits, (D) the imposition of a default rate or late fee and (other thanE) 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, (1) any event that permits holders of any Convertible Notes to convert so long as the commitments under the ABL Loan Documents have not been terminated 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 Borrowersuspended), cash or a combination thereof, (2) 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 Notes, 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 Warrant Transaction); or (iii) the 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. Any Credit Party or any Subsidiary thereof shall (i) The Lead Borrower or any of its Restricted Subsidiaries 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 $35,000,000 for the Lead Borrower and any of its Restricted 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, 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, Loans or any Reimbursement Obligations and the GuarantyObligation) in a principal amount outstanding of at least $35,000,000 in the aggregate for outstanding principal amount, or with respect to any Hedge Agreement, the Lead Borrower and its Restricted 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 otherwise) (other thanand, in each case, any applicable grace period having expired); provided, that this clause (1f) any event 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), cash or a combination thereof, (2) 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 shall not be applicable to any Convertible NotesBond Indebtedness, 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 Warrant Capped Call Transaction); or . (iiiii) adding the Lead Borrower or any of its Restricted Subsidiaries shall breach or default any payment obligation under any Hedging Agreement that is a Bank Product; orfollowing new clauses (m) and (n) immediately after clause (l) thereof:

Indebtedness Cross-Default. (i) The Lead Borrower 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 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 $35,000,000 10,000,000 for the Lead Borrower Credit Parties and any of its Restricted their Subsidiaries in the aggregate beyond any applicable grace periodperiod (not to exceed thirty (30) days), 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 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 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 $35,000,000 10,000,000 in the aggregate for the Lead Borrower Credit Parties and its Restricted 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) (other than, in each case, (1) any event 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), cash or a combination thereof, (2) 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 Notes, 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 Warrant Transaction); or (iii) the Lead Borrower any Credit Party 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. Any Credit Party or any Subsidiary thereof shall (i) The Lead Borrower or any of its Restricted Subsidiaries 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 (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of at least $35,000,000 for which is in excess of the Lead Borrower and any Threshold Amount beyond the period of its Restricted Subsidiaries in the aggregate beyond any applicable grace period, 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, 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 $35,000,000 which is in excess of the aggregate for the Lead Borrower and its Restricted 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 or to be repurchased, prepaid, deferred or redeemed (automatically maturity(whether upon acceleration or otherwise) (other thanand/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 case, (1) any event that permits holders the observance or performance of any Convertible Notes to convert other agreement 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), cash or a combination thereof, (2) 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 condition relating to any Convertible Notes, or satisfaction of any condition Indebtedness 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 DefaultDefault under this Section 10.1(f), or (4such Event of Default under this Section 10.1(f) the occurrence of any early termination, unwind or cancellation shall be considered immediately and payment (each howsoever defined) of any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction); or (iii) the Lead Borrower or any of its Restricted Subsidiaries shall breach or default any payment obligation under any Hedging Agreement that is a Bank Product; orautomatically waived hereunder. ​ ​