“Material Indebtedness” shall mean any Indebtedness (other than the Commitments, the Loans and the Letters of Credit) of the Borrower or any of its Subsidiaries individually or in an aggregate committed or outstanding principal amount exceeding the Threshold Amount. For purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal amount” of any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations.

or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that # one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Prefunded Warrant Shares deliverable with respect to Securities are being determined, and # such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

Hedging Obligations permitted under Section 9.7(b)(9) hereof;

obligations of the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes;

SECTION #Hedging Agreements, Cash Management Services and Bank Products.‌95107

liens on securities and cash securing obligations under Hedging Agreements;

net payments and receipts (if any) pursuant to interest rate hedging obligations;

“Hedging Compliance Certificate” shall have the meaning provided in [Section 9.1(g)].

to the extent constituting Indebtedness, Hedging Obligations permitted under [Section 5.13]; and

the sale, transfer or other disposition or unwinding of any Hedging Obligations;