Common use of Cross-Default; Cross-Acceleration Clause in Contracts

Cross-Default; Cross-Acceleration. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due, after giving effect to any applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), in respect of any Material Indebtedness; (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness (excluding Indebtedness under the French Credit Agreement) 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 Material Indebtedness (excluding Indebtedness under the French Credit Agreement) (or a trustee or agent on behalf of such holder or holders) 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, in each case prior to its stated maturity; provided that any such failure is unremedied and is not waived by the holders of such Indebtedness; provided, further, that the foregoing clause (i)(B) shall not apply to (x) secured Indebtedness of a Loan Party or a Subsidiary that becomes due upon the sale or transfer by such Loan Party or Subsidiary of the property or assets securing such Indebtedness, or (y) scheduled payments, defeasances or redemptions of Indebtedness on the dates set forth in the instruments and agreements governing such Indebtedness; or (C) fails to observe or perform any other agreement or condition relating to the French Credit Agreement 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 permit to cause, the lenders thereunder, with the giving of notice if required, to declare the Indebtedness under the French Credit Agreement due and payable prior to its stated maturity; provided that any such failure related to a non-payment agreement or condition is unremedied and not waived by the lenders thereunder for 30 days following the relevant date on which the failure occurred; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary as a result thereof is greater than $15,000,000; provided that such failure is unremedied and is not waived by the applicable counterparty to such Swap Contract; or

Cross-Default; Cross-Acceleration. (i) Any Loan Party The Company or any Subsidiary thereof (A) fails to make any payment when due, after giving effect to any applicable grace period due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), ) in respect of any Material Indebtedness; (B) fails to observe or perform any other Indebtedness and such failure shall continue after the applicable grace period, if any, specified in the agreement or condition instrument relating to any such Material Indebtedness (excluding Indebtedness under the French Credit Agreement) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occursIndebtedness, the effect of which default or other event such failure to pay is to cause, or to permit the holder or holders of such Material Indebtedness (excluding Indebtedness under the French Credit Agreement) (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased repurchased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case ) prior to its stated maturity; provided that , (ii) the Company or any such failure is unremedied and is not waived by the holders of such Indebtedness; provided, further, that the foregoing clause (i)(B) shall not apply to (x) secured Indebtedness of a Loan Party or a Subsidiary that becomes due upon the sale or transfer by such Loan Party or Subsidiary of the property or assets securing such Indebtedness, or (y) scheduled payments, defeasances or redemptions of Indebtedness on the dates set forth in the instruments and agreements governing such Indebtedness; or (C) fails to observe or perform any other agreement or condition relating to the French Credit Agreement or contained in instrument evidencing any instrument or agreement evidencing, securing or relating theretoMaterial Indebtedness, or any other event occurs, in each case the effect of which default failure or other event is to causecause such Material Indebtedness to be demanded or to become due or to be repurchased or redeemed (automatically or otherwise), or permit to causein full, the lenders thereunder, with the giving of notice if required, to declare the Indebtedness under the French Credit Agreement due and payable prior to its stated maturity; provided that any that, if the holders of such failure related Material Indebtedness must elect to a non-payment agreement have it repurchased or condition is unremedied and not waived by redeemed, then this clause (ii) shall apply only if holders sufficient to make the lenders thereunder for 30 days following the relevant date on which the failure occurredMaterial Indebtedness become repurchased or redeemed in full make such election ; or (iiiii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party the Company or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party the Company or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Loan Party Company or such Subsidiary as a result thereof is greater than $15,000,000; provided that such failure is unremedied and is not waived by the applicable counterparty to such Swap Contract100,000,000; or

Cross-Default; Cross-Acceleration. (i) Any Loan Party Borrower or any Subsidiary thereof Guarantor (A) fails to make any payment when due, after giving effect to any beyond the applicable grace period with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), ) in respect of any Material Indebtedness; Indebtedness (other than Indebtedness for borrowed money hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness (excluding Indebtedness under the French Credit Agreement) or contained in any instrument or agreement evidencing, securing or relating theretoIndebtedness, or any other event occurs, and, in each case, continues beyond the applicable grace period with respect thereto, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness (excluding Indebtedness under the French Credit Agreement) (or a trustee or agent on behalf of such holder or holdersholders 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, in each case prior to its stated maturity; provided that any such failure is unremedied and is not waived by the holders of such Indebtedness; provided, further, that the foregoing this clause (i)(Be)(i)(B) shall not apply to to: (x1) secured Indebtedness of a Loan Party or a Subsidiary that becomes due upon as a result of the voluntary sale or transfer by such Loan Party or Subsidiary of the property or assets securing such Indebtedness, if such sale or (y) scheduled payments, defeasances or redemptions of Indebtedness on transfer is permitted hereunder and under the dates set forth in the instruments and agreements governing documents providing for such Indebtedness; (2) with respect to Indebtedness consisting of any Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and (3) any event requiring a prepayment or offer to purchase pursuant to customary asset sale or change of control provisions; provided, further, that in the event any incorrect representation or warranty under such Indebtedness made by or on behalf of a Loan Party that is an Immaterial Subsidiary that causes an Event of Default to occur under this clause (e)(i) shall constitute an Event of Default under this clause (e)(i) only to the extent that the fact, event or circumstance underlying such incorrect representation or warranty has resulted in a Material Adverse Effect; or (ii) any Person comprising the Acquired Business (A) fails to make any principal payment at the final stated maturity thereof beyond the applicable grace period with respect thereto, if any, in respect of any Indebtedness having an aggregate principal amount of not less than the Threshold Amount or (CB) fails to observe or perform any other agreement or condition relating to any Indebtedness having an aggregate principal amount of not less than the French Credit Agreement or contained in any instrument or agreement evidencing, securing or relating theretoThreshold Amount, or any other event occurs, and, in each case, continues beyond the applicable grace period with respect thereto, the effect of which default or other event is to cause, or permit to cause, the lenders thereunder, with the giving of notice if required, such Indebtedness to declare the become due or to be repurchased, prepaid, defeased or redeemed, or an offer to repurchase, prepay, defease or redeem such Indebtedness under the French Credit Agreement due and payable to be made, prior to its stated maturity; provided that any this clause (e)(ii) shall not apply to: (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such failure related Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; (2) with respect to a non-payment agreement or condition is unremedied and not waived by the lenders thereunder for 30 days following the relevant date on which the failure occurred; or (ii) there occurs under Indebtedness consisting of any Swap Contract an Early Termination Date (as defined in Contracts, termination events or equivalent events pursuant to the terms of such Swap Contract) resulting from Contracts; and (A3) any event requiring a prepayment or offer to purchase pursuant to customary asset sale or change of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary as a result thereof is greater than $15,000,000; provided that such failure is unremedied and is not waived by the applicable counterparty to such Swap Contractcontrol provisions; or

Cross-Default; Cross-Acceleration. (i) Any Loan Party The Borrower or any Subsidiary thereof (A) fails to make any payment when due, after giving effect to any applicable grace period due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), ) in respect of any Material Indebtedness; 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 $75,000,000 or (B) after giving effect to all grace periods, fails to observe or perform any other agreement or condition relating to any such Material Indebtedness (excluding Indebtedness under the French Credit Agreement) 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 Material Indebtedness (excluding Indebtedness under the French Credit Agreement) (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, cause 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, in each case prior to its stated maturity; provided that any such failure is unremedied and is not waived by the holders of such Indebtedness; provided, further, that the foregoing clause (i)(B) shall not apply to (x) secured Indebtedness of a Loan Party or a Subsidiary that becomes due upon the sale or transfer by such Loan Party or Subsidiary of the property or assets securing such Indebtedness, or (y) scheduled payments, defeasances such Guarantee to become payable or redemptions of Indebtedness on the dates set forth cash collateral in the instruments and agreements governing such Indebtedness; or (C) fails respect thereof to observe or perform any other agreement or condition relating to the French Credit Agreement 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 permit to cause, the lenders thereunder, with the giving of notice if required, to declare the Indebtedness under the French Credit Agreement due and payable prior to its stated maturity; provided that any such failure related to a non-payment agreement or condition is unremedied and not waived by the lenders thereunder for 30 days following the relevant date on which the failure occurredbe demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party the Borrower or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party the Borrower or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Loan Party Borrower or such Subsidiary as a result thereof is greater than $15,000,000; provided that such failure is unremedied and is not waived by the applicable counterparty to such Swap ContractThreshold Amount; or

Cross-Default; Cross-Acceleration. (i) Any Loan Party or any Subsidiary thereof of its Subsidiaries (A) fails to make any payment when due, after giving effect to any applicable grace period due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise)) and, except in the case of any such payment due at scheduled maturity or by acceleration, such payment is not made within any applicable grace period, in respect of (1) if such default continues for 45 days without cure or waiver, the First Lien Credit Agreement or (2) any Material Indebtedness; other Indebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness under Swap Contracts and Indebtedness under the First Lien Loan Documents) 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 or indenture) for purposes of this clause (A) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness (excluding Indebtedness under the French Credit Agreement) 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 Material Indebtedness (excluding Indebtedness under or the French Credit Agreement) beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holdersholders 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 accelerated, repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case prior to its stated maturity; provided that any , or such failure is unremedied and is not waived by the holders of such IndebtednessGuarantee to become payable or cash collateral to be demanded; provided, further, that in the case of the occurrence in respect of the First Lien Credit Agreement of any of the foregoing clause (i)(B) shall not apply to (x) secured Indebtedness of a Loan Party or a Subsidiary that becomes due upon the sale or transfer by such Loan Party or Subsidiary of the property or assets securing such Indebtedness, or (y) scheduled payments, defeasances or redemptions of Indebtedness on the dates events set forth in the instruments and agreements governing this clause (B), such Indebtedness; default continues for 45 days without cure or (C) fails to observe or perform any other agreement or condition relating to the French Credit Agreement 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 permit to cause, the lenders thereunder, with the giving of notice if required, to declare the Indebtedness under the French Credit Agreement due and payable prior to its stated maturity; provided that any such failure related to a non-payment agreement or condition is unremedied and not waived by the lenders thereunder for 30 days following the relevant date on which the failure occurredwaiver; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party the Borrower or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party the Borrower or any Subsidiary thereof is an Affected Party (as so defineddefined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary as a result thereof is greater than $15,000,000; provided that such failure is unremedied and is not waived by the applicable counterparty to such Swap ContractThreshold Amount; or

Cross-Default; Cross-Acceleration. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due, after giving effect to any beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), ) in respect of any Material Indebtedness (other than Senior Indebtedness; ) having an aggregate principal amount of not less than the Threshold Amount, (B) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness (excluding Indebtedness under the French Credit Agreement) or contained in any instrument or agreement evidencing, securing or relating theretoother than Senior Indebtedness), 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 Material Indebtedness (excluding Indebtedness under the French Credit Agreement) (or a trustee or agent on behalf of such holder or holdersholders or beneficiary or beneficiaries) to cause, with the giving of notice if required, all 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 all such Indebtedness to be made, in each case prior to its stated maturity; provided that any such failure is unremedied and is not waived by the holders of such Indebtedness; provided, further, that the foregoing clause (i)(B) shall not apply to (x) secured Indebtedness of a Loan Party or a Subsidiary that becomes due upon the sale or transfer by such Loan Party or Subsidiary of the property or assets securing such Indebtedness, or (y) scheduled payments, defeasances or redemptions of Indebtedness on the dates set forth in the instruments and agreements governing such Indebtedness; maturity or (C) fails to observe or perform any other agreement or condition relating to any Senior Indebtedness having an aggregate principal amount of not less than the French Credit Agreement or contained in any instrument or agreement evidencing, securing or relating theretoThreshold Amount, or any other event occurs, the effect of which default or other event is to cause, or permit to cause, the lenders thereunder, with following the giving of notice if required, all such Senior Indebtedness to declare the become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all such Indebtedness under the French Credit Agreement due and payable to be made, prior to its stated maturity; provided that any such failure related to a non-payment agreement or condition is unremedied and not waived by the lenders thereunder for 30 days following the relevant date on which the failure occurred; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Loan Party or such Subsidiary as a result thereof is greater than $15,000,000; provided that such failure is unremedied and is not waived by the applicable counterparty to such Swap Contract; or

Cross-Default; Cross-Acceleration. (i) Any Loan Party The Borrower or any Subsidiary thereof (A) fails to make any payment when due, after giving effect to any applicable grace period due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), ) in respect of any Material Indebtedness; (B) fails to observe or perform any other Indebtedness and such failure shall continue after the applicable grace period, if any, specified in the agreement or condition instrument relating to any such Material Indebtedness (excluding Indebtedness under the French Credit Agreement) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occursIndebtedness, the effect of which default or other event such failure to pay is to cause, or to permit the holder or holders of such Material Indebtedness (excluding Indebtedness under the French Credit Agreement) (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased repurchased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case ) prior to its stated maturity; provided that , (ii) the Borrower or any such failure is unremedied and is not waived by the holders of such Indebtedness; provided, further, that the foregoing clause (i)(B) shall not apply to (x) secured Indebtedness of a Loan Party or a Subsidiary that becomes due upon the sale or transfer by such Loan Party or Subsidiary of the property or assets securing such Indebtedness, or (y) scheduled payments, defeasances or redemptions of Indebtedness on the dates set forth in the instruments and agreements governing such Indebtedness; or (C) fails to observe or perform any other agreement or condition relating to the French Credit Agreement or contained in instrument evidencing any instrument or agreement evidencing, securing or relating theretoMaterial Indebtedness, or any other event occurs, in each case the effect of which default failure or other event is to causecause such Material Indebtedness to be demanded or to become due or to be repurchased or redeemed (automatically or otherwise), or permit to causein full, the lenders thereunder, with the giving of notice if required, to declare the Indebtedness under the French Credit Agreement due and payable prior to its stated maturity; provided that any that, if the holders of such failure related Material Indebtedness must elect to a non-payment agreement have it repurchased or condition is unremedied and not waived by redeemed, then this clause (ii) shall apply only if holders sufficient to make the lenders thereunder for 30 days following the relevant date on which the failure occurredMaterial Indebtedness become repurchased or redeemed in full make such election; or (iiiii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party the Borrower or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party the Borrower or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Loan Party Borrower or such Subsidiary as a result thereof is greater than $15,000,000; provided that such failure is unremedied and is not waived by the applicable counterparty to such Swap Contract100,000,000; or