Common use of Cross Default Under Other Agreements; Designated Hedge Agreements Clause in Contracts

Cross Default Under Other Agreements; Designated Hedge Agreements. any Credit Party or any of its Subsidiaries shall (i) default in any payment with respect to any Material Indebtedness (other than the Obligations), and such default shall continue after the applicable grace or notice period, if any, specified in the agreement or instrument relating to such Material Indebtedness; (ii) default in the observance or performance of any agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto (and all grace or notice periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition exist, the effect of which default or other event or condition under either or the foregoing subclauses (i) and (ii) is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause the entire principal amount of any such Material Indebtedness to become due prior to its stated maturity; or the entire principal amount of any such Material Indebtedness of any Credit Party or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof); provided that subclause (ii) shall not apply to (A) the satisfaction of a condition to conversion or exchange of any Permitted Exchangeable Indebtedness (and any Permitted Refinancing thereof) or any settlement of any such conversion or exchange thereof permitted hereunder and (B) the occurrence of any early termination event under any Permitted Equity Derivative (to the extent constituting Material Indebtedness) so long as any such termination may be settled at the option of Holdings in its Equity Interests (other than Disqualified Equity Interests), or (iii) without limitation of the foregoing clauses, default in any payment obligation in excess of $500,000 under a Designated Hedge Agreement, and such default shall continue after the applicable grace period, if any, specified in such Designated Hedge Agreement or any other agreement or instrument relating thereto; or

Cross Default Under Other Agreements; Designated Hedge Agreements. any Credit Party or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness evidenced by the Property Senior Loan Documentation or any other Material Indebtedness (other than the Obligations), including, without limitation, the PAA Facility, and such default shall continue after the applicable grace or notice period, if any, specified in the Property Senior Loan Documentation or in any agreement or instrument relating to such Material Indebtedness; or (ii) default in the observance or performance of any agreement or condition relating to any Indebtedness evidenced by the Property Senior Loan Documentation or any other Material Indebtedness Indebtedness, including, without limitation, the PAA Facility, or contained in any instrument or agreement evidencing, securing or relating thereto (and all grace or notice periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition exist, the effect of which default or other event or condition under either or the foregoing subclauses (i) and (ii) is to cause, or to permit the holder or holders of such Indebtedness evidenced by the Property Senior Loan Documentation or of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause any such Indebtedness evidenced by the entire principal amount of any Property Senior Loan Documentation or such Material Indebtedness to become due prior to its stated maturity; or any such Indebtedness evidenced by the entire principal amount of any Property Senior Loan Documentation or such Material Indebtedness of any Credit Party or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof); provided that subclause (ii) shall not apply to (A) the satisfaction of a condition to conversion or exchange of any Permitted Exchangeable Indebtedness (and any Permitted Refinancing thereof) or any settlement of any such conversion or exchange thereof permitted hereunder and (B) the occurrence of any early termination event under any Permitted Equity Derivative (to the extent constituting Material Indebtedness) so long as any such termination may be settled at the option of Holdings in its Equity Interests (other than Disqualified Equity Interests), or (iii) without limitation of the foregoing clauses, default in any payment obligation in excess of $500,000 under a Designated Hedge Agreement, and such default shall continue after the applicable grace period, if any, specified in such Designated Hedge Agreement or any other agreement or instrument relating thereto; or

Cross Default Under Other Agreements; Designated Hedge Agreements. any Credit Party or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness evidenced by the Property Senior Loan Documentation or any other Material Indebtedness (other than the Obligations), and such default shall continue after the applicable grace or notice period, if any, specified in the Property Senior Loan Documentation or in any agreement or instrument relating to such Material Indebtedness; or (ii) default in the observance or performance of any agreement or condition relating to any Indebtedness evidenced by the Property Senior Loan Documentation or any other Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto (and all grace or notice periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition exist, the effect of which default or other event or condition under either or the foregoing subclauses (i) and (ii) is to cause, or to permit the holder or holders of such Indebtedness evidenced by the Property Senior Loan Documentation or of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause any such Indebtedness evidenced by the entire principal amount of any Property Senior Loan Documentation or such Material Indebtedness to become due prior to its stated maturity; or any such Indebtedness evidenced by the entire principal amount of any Property Senior Loan Documentation or such Material Indebtedness of any Credit Party or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof); provided that subclause (ii) shall not apply to (A) the satisfaction of a condition to conversion or exchange of any Permitted Exchangeable Indebtedness (and any Permitted Refinancing thereof) or any settlement of any such conversion or exchange thereof permitted hereunder and (B) the occurrence of any early termination event under any Permitted Equity Derivative (to the extent constituting Material Indebtedness) so long as any such termination may be settled at the option of Holdings in its Equity Interests (other than Disqualified Equity Interests), or (iii) without limitation of the foregoing clauses, default in any payment obligation in excess of $500,000 under a Designated Hedge Agreement, and such default shall continue after the applicable grace period, if any, specified in such Designated Hedge Agreement or any other agreement or instrument relating thereto; or

Cross Default Under Other Agreements; Designated Hedge Agreements. any Credit Party or any of its Restricted Subsidiaries shall (i) default in any payment with respect to any Material Indebtedness (other than the Obligations), and such default shall continue after the applicable grace or notice period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or (ii) default in the observance or performance of any agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto (and all grace or notice periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition exist, the effect of which default or other event or condition under either or the foregoing subclauses (i) and (ii) is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause the entire principal amount of any such Material Indebtedness to become due prior to its stated maturity; or the entire principal amount of any such Material Indebtedness of any Credit Party or any of its Restricted Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof); , provided that subclause (iix) this clause (e)(ii) shall not apply to (A) secured Indebtedness that becomes due and is actually paid as a result of the satisfaction voluntary sale or transfer of a condition to conversion the property or exchange assets securing such Indebtedness, if such sale, transfer or repayment of any Permitted Exchangeable Indebtedness (and any Permitted Refinancing thereof) or any settlement of any such conversion or exchange thereof is permitted hereunder and (By) the occurrence of with respect to any early termination event under any Permitted Equity Derivative (to the extent constituting Material Indebtedness) so long as any such termination may be settled at the option of Holdings in its Indebtedness which is convertible into Equity Interests and permitted hereunder, the conversion of such Indebtedness into Equity Interests in accordance with the terms thereof shall not constitute, for purposes of this clause (other than Disqualified Equity Interestse)(ii), an event or condition which would allow the holder or holders of such Indebtedness to cause such Indebtedness to become due prior to its stated maturity; or (iii) without limitation of the foregoing clauses, default in any payment obligation in excess of $500,000 under a Designated Hedge Agreement, and such default shall continue after the applicable grace period, if any, specified in such Designated Hedge Agreement or any other agreement or instrument relating theretothereto and as a result of such payment default, “termination value” (as defined in such Designated Hedge Agreement) owed by such Credit Party is in excess of $5,000,000; or

Cross Default Under Other Agreements; Designated Hedge Agreements. any Credit Party or any of its Subsidiaries shall (i) default in any payment with respect to any Material Indebtedness (other than the Obligations), and such default shall continue after the applicable grace or notice period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or (ii) default in the observance or performance of any agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto (and all grace or notice periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition exist, the effect of which default or other event or condition under either or the foregoing subclauses (i) and (ii) is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause the entire principal amount of any such Material Indebtedness to become due prior to its stated maturity; provided that if such default or the entire principal amount other event or condition (A) is not subject to any grace period, (B) is not a payment default, and (C) does not result in acceleration, then such default, event or condition will be deemed an Event of Default hereunder only if not remedied within five (5) Business Days; or any such Material Indebtedness of any Credit Party or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof); provided that subclause (ii) shall not apply to (A) the satisfaction of a condition to conversion or exchange of any Permitted Exchangeable Indebtedness (and any Permitted Refinancing thereof) or any settlement of any such conversion or exchange thereof permitted hereunder and (B) the occurrence of any early termination event under any Permitted Equity Derivative (to the extent constituting Material Indebtedness) so long as any such termination may be settled at the option of Holdings in its Equity Interests (other than Disqualified Equity Interests), or (iii) without limitation of the foregoing clauses, default in any payment obligation in excess of $500,000 under a Designated Hedge Agreement, and such default shall continue after the applicable grace period, if any, specified in such Designated Hedge Agreement or any other agreement or instrument relating thereto; or

Cross Default Under Other Agreements; Designated Hedge Agreements. any Credit Party or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness evidenced by the Property Senior Loan Documentation or any other Material Indebtedness (other than the ObligationsLoans), and such default shall continue after the applicable grace or notice period, if any, specified in the Property Senior Loan Documentation or in any agreement or instrument relating to such Material Indebtedness; or (ii) default in the observance or performance of any agreement or condition relating to any Indebtedness evidenced by the Property Senior Loan Documentation or any other Material Indebtedness Indebtedness, or contained in any instrument or agreement evidencing, securing or relating thereto (and all grace or notice periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition exist, the effect of which default or other event or condition under either or the foregoing subclauses (i) and (ii) is to cause, or to permit the holder or holders of such Indebtedness evidenced by the Property Senior Loan Documentation or of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause any such Indebtedness evidenced by the entire principal amount of any Property Senior Loan Documentation or such Material Indebtedness to become due prior to its stated maturity; or any such Indebtedness evidenced by the entire principal amount of any Property Senior Loan Documentation or such Material Indebtedness of any Credit Party or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof); provided that subclause (ii) shall not apply to (A) the satisfaction of a condition to conversion or exchange of any Permitted Exchangeable Indebtedness (and any Permitted Refinancing thereof) or any settlement of any such conversion or exchange thereof permitted hereunder and (B) the occurrence of any early termination event under any Permitted Equity Derivative (to the extent constituting Material Indebtedness) so long as any such termination may be settled at the option of Holdings in its Equity Interests (other than Disqualified Equity Interests), or (iii) without limitation of the foregoing clauses, default in any payment obligation in excess of $500,000 under a Designated Hedge AgreementAgreement or Hedge Agreement provided by a Secured Hedge Provider, and such default shall continue after the applicable grace period, if any, specified in such Designated Hedge Agreement or Hedge Agreement or any other agreement or instrument relating thereto; or

Cross Default Under Other Agreements; Designated Hedge Agreements. any Credit Party the Borrower or any of its Subsidiaries Significant Subsidiary shall (i) default in any payment with respect to any Material Indebtedness (other than the Obligations), and such default shall continue after the applicable grace or notice period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or (ii) default in the observance or performance of any agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto (and all grace or notice periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition exist, the effect of which default or other event or condition under either or the foregoing subclauses (i) and (ii) is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause the entire principal amount of any such Material Indebtedness to become due prior to its stated maturity; or the entire principal amount of any such Material Indebtedness of any Credit Party the Borrower or any of its Subsidiaries Significant Subsidiary shall be declared to be due and payable, or shall be required to be prepaid (other than by a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof); , provided that subclause (iix) this clause (e)(ii) shall not apply to (A) secured Indebtedness that becomes due and is actually paid as a result of the satisfaction voluntary sale or transfer of a condition to conversion the property or exchange assets securing such Indebtedness, if such sale, transfer or repayment of any Permitted Exchangeable Indebtedness (and any Permitted Refinancing thereof) or any settlement of any such conversion or exchange thereof is permitted hereunder and (By) the occurrence of with respect to any early termination event under any Permitted Equity Derivative (to the extent constituting Material Indebtedness) so long as any such termination may be settled at the option of Holdings in its Indebtedness which is convertible into Equity Interests and permitted hereunder, the conversion of such Indebtedness into Equity Interests in accordance with the terms thereof shall not constitute, for purposes of this clause (other than Disqualified Equity Interestse)(ii), an event or condition which would allow the holder or holders of such Indebtedness to cause such Indebtedness to become due prior to its stated maturity; or (iii) without limitation of the foregoing clauses, default in any payment obligation in excess of $500,000 under a Designated Hedge Agreement, and such default shall continue after the applicable grace period, if any, specified in such Designated Hedge Agreement or any other agreement or instrument relating theretothereto and as a result of such payment default, “termination value” (as defined in such Designated Hedge Agreement) owed by such Credit Party is in excess of $10,000,000; or

Cross Default Under Other Agreements; Designated Hedge Agreements. (i) any Credit Party or any of its Subsidiaries shall (iA) default in any payment with respect to any Material Indebtedness (other than the Obligations), and such default shall continue after the applicable grace or notice period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or (iiB) default in the observance or performance of any agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto (and all grace or notice periods applicable to such observance, performance or condition shall have expired), or any other event shall occur or condition exist, the effect of which default or other event or condition under either or the foregoing subclauses (i) and (ii) is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause the entire principal amount of any such Material Indebtedness to become due prior to its stated maturity; or the entire principal amount of any such Material Indebtedness of any Credit Party or any of its Subsidiaries shall be declared to be due and payable, or shall be required to be prepaid (other than by (i) a regularly scheduled required prepayment or redemption, prior to the stated maturity thereof)thereof or (ii) secured Material Indebtedness that becomes due solely as a result of the sale, transfer or other Asset Sale (including as a result of an Event of Loss) of the property or assets securing such Material Indebtedness the effect of which default or event of default or condition is to cause, or permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Material Indebtedness to become due prior to its stated maturity; provided that subclause (ii) shall such default or failure remains unremedied or has not apply to (A) been waived by the satisfaction holders of a condition to conversion or exchange of any Permitted Exchangeable Indebtedness (and any Permitted Refinancing thereof) or any settlement of any such conversion or exchange thereof permitted hereunder and (B) the occurrence of any early termination event under any Permitted Equity Derivative (to the extent constituting Material Indebtedness) so long as any such termination may be settled at the option of Holdings in its Equity Interests (other than Disqualified Equity Interests), ); or (iiiC) without limitation of the foregoing clauses, default in any payment obligation in excess of $500,000 under a Designated Hedge Agreement, and such default shall continue after the applicable grace period, if any, specified in such Designated Hedge Agreement or any other agreement or instrument relating thereto; or