Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the other financial instrument, including but not limited to all convertible promissory notes, currently issued, or hereafter issued, by the Borrower, to the Holder or other 3rd party (the “Other Agreements”), after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note, in which event the Holder shall be entitled to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under said Other Agreement or hereunder.

Cross-Default. (i) Any Credit Party or any Subsidiary thereof # fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), beyond any applicable grace periods, in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Hedge Agreements) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or # fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that any such failure set forth in clauses # or clause (B) remains unremedied and is not waived by the holders or required holders of such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 10.2; or # there occurs under any Hedge Agreement an Early Termination Date (as defined in such Hedge Agreement) resulting from # any event of default under such Hedge Agreement as to which a Credit Party or any Subsidiary thereof is the Defaulting Party (as defined in such Hedge Agreement) or # any Termination Event (as so defined) under such Hedge Agreement as to which a Credit Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Credit Party or such Subsidiary as a result thereof is greater than the Threshold Amount and such occurrence remains unremedied or is not waived by the counterparty to such Hedge Agreement prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 10.2; or

Any Financial Indebtedness of the Borrower or any Distribution Company is not paid when due nor within any originally applicable grace period.

Cross Default. Failure of [[Organization A:Organization]] or any of its Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $50,000,000 (“Material Indebtedness”); or the default by [[Organization A:Organization]] or any of its Significant Subsidiaries in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of [[Organization A:Organization]] or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or [[Organization A:Organization]] or any of its Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.

Cash Collateralization - Borrower. In the event that any Letter of Credit is outstanding at the time that the Borrower prepays, or is required to repay, the Obligations (other than unasserted contingent indemnification obligations) or the Revolving Commitments are terminated, the Borrower shall # Cash Collateralize the Issuing Bank’s Letter of Credit Obligations in an amount not less than the Minimum Collateral Amount, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto and # prepay the fee payable under [Section 2.05(f)] with respect to such Letters of Credit for the full remaining term of such Letters of Credit. Upon termination of any such Letter of Credit and so long as no Event of Default then exists, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to the Borrower, together with the deposit described in the preceding clause (i) to the extent not previously applied by the Administrative Agent in the manner described herein.

Other Cross-Default. Any “event of default” or any other default shall have occurred and be continuing which permits a demand for, or requires, the early repayment of obligations due by [[Organization C:Organization]] or its Affiliates under any note, indenture, loan agreement, guaranty, swap agreement, Hedge Agreement or other Indebtedness in excess of $1,000,000 of [[Organization C:Organization]] or any Affiliate to the extent not cured, waived or deemed not to exist after the application of any applicable waiver or cure period; or

Payment Cross-Default. The Borrower or any Subsidiary fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, and such failure shall continue for more than the period of grace, if any, applicable thereto and shall not have been waived; provided, however, the occurrence of any of the foregoing events with respect to any Subsidiary of the Borrower shall not constitute an Event of Default unless such occurrence could reasonably be expected to have a Material Adverse Effect; or

The “Over-Collateralization Adjustment Amount” shall be an amount equal to the difference (whether positive or negative) between # the amount of the Over-Collateralization Amount as set forth in the Final Reconciliation Statements, and # the amount of the Estimated Over-Collateralization Amount. If the Over-Collateralization Adjustment Amount is positive, then the [[Organization A:Organization]] shall transfer to the ​ for deposit into the Funds Withheld Account cash equal to the Over-Collateralization Adjustment Amount plus interest thereon for the period from the Closing Date through but excluding the date of the deposit of the Over-Collateralization Adjustment Amount, calculated at a rate per annum equal to 180-Day Treasury Rate within five (5) Business Days after the Over-Collateralization Adjustment Amount is finalized. If the Over-Collateralization Adjustment Amount is negative, then the ​ shall withdraw from the Funds Withheld Account and transfer to the [[Organization A:Organization]] cash equal to the Over-Collateralization Adjustment Amount plus interest thereon (which interest shall be obtained from resources of the Company other than the Funds Withheld Account) for the period from the Closing Date through but excluding the date of the withdrawal of the Over-Collateralization Adjustment Amount, calculated at a rate per annum equal to 180-Day Treasury Rate within five (5) Business Days after the Over-Collateralization Adjustment Amount is finalized.

49 Insert cross-reference to section of the Indenture relating to optional redemption.

“Cross Default Threshold” means $20,000,000 (or its equivalent in the relevant currency of payment).