Common use of Indebtedness Cross-Default Clause in Contracts

Indebtedness Cross-Default. There shall occur (i) any default, event or condition resulting in (or permitting the) acceleration, mandatory repurchase or mandatory prepayment (other than as a result of (A) customary non-default mandatory prepayment requirements resulting from asset sales, casualty events, debt or equity issuances, extraordinary receipts or borrowing base limitations and (B) any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the applicable Loan Party’s equity securities so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock)) of, or any failure to pay at maturity, Indebtedness (other than the Obligations and Nonrecourse Indebtedness) of the Parent, any Borrower, any Guarantor or any of their Subsidiaries, or any default by the Parent, any Borrower, any Guarantor or any of their Subsidiaries in, or resulting in the payment of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate or (ii) any default, event or condition resulting in the acceleration, mandatory repurchase or mandatory prepayment (other than as a result of customary non-default events, such as mandatory prepayments triggered by asset sales or casualty events) of, or any failure to pay at maturity, Nonrecourse Indebtedness of the Parent, any Borrower, any Guarantor or any of their Subsidiaries in a principal amount at any time outstanding in excess of $250,000,000 individually or in the aggregate.

Indebtedness Cross-Default. There shall occur (i) any default, event or condition resulting in (or permitting the) acceleration, mandatory repurchase or mandatory prepayment (other than as a result of (A) customary non-default mandatory prepayment requirements resulting from asset sales, casualty events, debt or equity issuances, extraordinary receipts or borrowing base limitations and (B) any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the applicable Loan Party’s equity securities so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock)) of, Any Credit Party or any failure to pay at maturity, of its Subsidiaries shall default in any payment of principal of or interest on any Indebtedness (other than the Obligations Indebtedness pursuant to the Credit Documents) in a principal amount outstanding of at least $7,500,000 for the Credit Parties and Nonrecourse Indebtedness) of the Parent, any Borrower, any Guarantor or any of their Subsidiaries, or any default by the Parent, any Borrower, any Guarantor or any of their Subsidiaries in, or resulting in the payment of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any defaultCredit Party or any of its Subsidiaries shall default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Indebtedness pursuant to the Credit Documents) in a principal amount outstanding of at least $7,500,000 in the aggregate for the Credit Parties and 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 resulting in is to cause, or to permit the accelerationholder 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, mandatory repurchase with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or mandatory prepayment to be repurchased, prepaid, deferred or redeemed (other than automatically or otherwise); or (iii) any Credit Party or any of its Subsidiaries shall breach or default any payment obligation under any Hedging Agreement that is a Bank Product which breach or default remains unremedied for five (5) Business Days and, with respect to clause (iii) above, as a result of customary non-default events, which the swap termination value owed by any such as mandatory prepayments triggered by asset sales or casualty events) of, or any failure to pay at maturity, Nonrecourse Indebtedness of the Parent, any Borrower, any Guarantor or any of their Subsidiaries in a principal amount at any time outstanding in excess of Person exceeds $250,000,000 individually or in the aggregate.5,000,000; or

Indebtedness Cross-Default. There shall occur (i) any default, event or condition resulting in (or permitting the) acceleration, mandatory repurchase or mandatory prepayment (other than as a result of (A) customary non-default mandatory prepayment requirements resulting from asset sales, casualty events, debt or equity issuances, extraordinary receipts or borrowing base limitations and (B) any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the applicable Loan Party’s equity securities so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock)) of, Any Credit Party or any failure to pay at maturity, of its Subsidiaries shall default in any payment of principal of or interest on any Indebtedness (other than the Obligations Loans, Reimbursement Obligations, the Guaranty, ASC 840-40 lease financing obligations and Nonrecourse IndebtednessHedging 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 $5,000,000 for the Parent, any Borrower, any Guarantor or any of their Subsidiaries, or any default by the Parent, any Borrower, any Guarantor or Credit Parties and any of their Subsidiaries in, or resulting in the payment of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any default, event Credit Party or any of its Subsidiaries shall default in the observance or performance of any other agreement or condition resulting in the acceleration, mandatory repurchase or mandatory prepayment relating to any Indebtedness (other than as a result the Loans, Reimbursement Obligations, the Guaranty, ASC 840-40 lease financing obligations and Hedging Agreements entered into in the ordinary course of customary non-default events, such as mandatory prepayments triggered by asset sales business in order to manage existing or casualty eventsanticipated commodity price risks) of, or any failure to pay at maturity, Nonrecourse Indebtedness of the Parent, any Borrower, any Guarantor or any of their Subsidiaries in a principal amount outstanding of at any time outstanding in excess of least $250,000,000 individually or 5,000,000 in the aggregate.aggregate for the Credit Parties and 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); or (iii) any Credit Party or any of its Subsidiaries shall breach or default any Hedging Agreement that is a Bank Product; or

Indebtedness Cross-Default. There Any Credit Party or any Subsidiary thereof shall occur (i) default in the payment of any default, event or condition resulting in (or permitting the) acceleration, mandatory repurchase or mandatory prepayment (other than as a result of (A) customary non-default mandatory prepayment requirements resulting from asset sales, casualty events, debt or equity issuances, extraordinary receipts or borrowing base limitations and (B) any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the applicable Loan Party’s equity securities so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock)) of, or any failure to pay at maturity, Indebtedness (other than the Obligations and Nonrecourse Indebtedness) of the Parent, any Borrower, any Guarantor Loans or any of their SubsidiariesReimbursement Obligation) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any default by Hedge Agreement, the ParentHedge Termination Value, any Borrower, any Guarantor or any of their Subsidiaries in, or resulting in the payment of amounts in respect of Derivatives Contracts, which is in excess of $75,000,000 individually or the Threshold Amount beyond the period of grace if any, provided in the aggregate instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any defaultother agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount 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 resulting is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) 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 this clause (f) shall not apply to any redemption, settlement, conversion (or satisfaction of a condition permitting holders of Convertible Bond Indebtedness to convert), required repurchase (or satisfaction of a condition permitting holders of Convertible Bond Indebtedness to require the repurchase) or offer to repurchase of Convertible Bond Indebtedness in accordance with its terms and the acceleration, mandatory repurchase satisfaction by the Borrower or mandatory prepayment any Subsidiary Guarantor of its obligations in connection therewith (other than than, in either case, as a result of customary non-a default events, such as mandatory prepayments triggered by asset sales or casualty events) of, the Borrower or any failure to pay at maturity, Nonrecourse Indebtedness Subsidiary Guarantor thereunder or an event of the Parent, any Borrower, any Guarantor or any type that constitutes an Event of their Subsidiaries in a principal amount at any time outstanding in excess of $250,000,000 individually or in the aggregateDefault); or.

Indebtedness Cross-Default. There shall occur (i) any default, event or condition resulting in (or permitting the) acceleration, mandatory repurchase or mandatory prepayment (other than as a result of (A) customary non-default mandatory prepayment requirements resulting from asset sales, casualty events, debt or equity issuances, extraordinary receipts or borrowing base limitations and (B) any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the applicable Any Loan Party’s equity securities so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock)) of, Party or any failure to pay at maturity, of its Subsidiaries shall default in any payment of principal of or interest on any Indebtedness (other than the Obligations and Nonrecourse Indebtedness) Loans, the reimbursement obligations of the ParentBorrower for the LC Exposure, any Borrowerthe Loan Guaranty, any Guarantor ASC 840-40 lease financing obligations and Swap Agreements entered into in the ordinary course of business in order to manage existing or any anticipated commodity price risks) in a principal amount outstanding of their Subsidiaries, or any default by at least $5,000,000 for the Parent, any Borrower, any Guarantor or Loan Parties and any of their Subsidiaries in, or resulting in the payment of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any default, event Loan Party or any of its Subsidiaries shall default in the observance or performance of any other agreement or condition resulting in the acceleration, mandatory repurchase or mandatory prepayment relating to any Indebtedness (other than as a result of customary non-default eventsthe Loans, such as mandatory prepayments triggered by asset sales or casualty events) of, or any failure to pay at maturity, Nonrecourse Indebtedness the reimbursement obligations of the ParentBorrower for the LC Exposure, any Borrowerthe Loan Guaranty, any Guarantor ASC 840-40 lease financing obligations and Swap Agreements entered into in the ordinary course of business in order to manage existing or any of their Subsidiaries anticipated commodity price risks) in a principal amount outstanding of at any time outstanding in excess of least $250,000,000 individually or 5,000,000 in the aggregate.aggregate for the Loan Parties and 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); or (iii) any Loan Party or any of its Subsidiaries shall breach or default any Swap Agreement that is a Swap Agreement Obligation; or

Indebtedness Cross-Default. There shall occur (i) any default, event or condition resulting in (or permitting the) acceleration, mandatory repurchase or mandatory prepayment (other than as a result of (A) customary non-default mandatory prepayment requirements resulting from asset sales, casualty events, debt or equity issuances, extraordinary receipts or borrowing base limitations and (B) any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the applicable Loan Party’s equity securities so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock)) of, Any Credit Party or any failure to pay at maturity, of its Subsidiaries defaults in any payment of principal of or interest on any Indebtedness (other than the Obligations Indebtedness pursuant to the Credit Documents) in a principal amount outstanding of at least $2,500,000 for the Credit Parties and Nonrecourse Indebtedness) of the Parent, any Borrower, any Guarantor or any of their Subsidiaries, or any default by the Parent, any Borrower, any Guarantor or any of their Subsidiaries in, or resulting in the payment of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any defaultCredit Party or any of its Subsidiaries defaults in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Indebtedness pursuant to the Credit Documents) in a principal amount outstanding of at least $2,500,000 in the aggregate for the Credit Parties and their Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs or condition exists, the effect of which default or other event or condition resulting in is to cause, or to permit the accelerationholder 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, mandatory repurchase with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or mandatory prepayment to be repurchased, prepaid, deferred or redeemed (other than automatically or otherwise); or (iii) any Credit Party or any of its Subsidiaries breaches or defaults any payment obligation under any Hedging Agreement which breach or default remains unremedied for five (5) Business Days and, with respect to clause (iii) above, as a result of customary non-default events, which the swap termination value owed by any such as mandatory prepayments triggered by asset sales or casualty events) of, or any failure to pay at maturity, Nonrecourse Indebtedness of the Parent, any Borrower, any Guarantor or any of their Subsidiaries in a principal amount at any time outstanding in excess of Person exceeds $250,000,000 individually or in the aggregate.2,500,000; or

Indebtedness Cross-Default. There shall occur (i) Any Credit Party or any default, event or condition resulting in (or permitting the) acceleration, mandatory repurchase or mandatory prepayment of its Subsidiaries (other than as a result any Excluded Joint Venture) shall default in any payment of (A) customary non-default mandatory prepayment requirements resulting from asset sales, casualty events, debt principal of or equity issuances, extraordinary receipts or borrowing base limitations and (B) interest on any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the applicable Loan Party’s equity securities so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock)) of, or any failure to pay at maturity, Indebtedness (other than the Loans, Reimbursement Obligations and Nonrecourse Indebtednessthe Guaranty) in a principal amount outstanding of at least $20,000,000 for the Parent, any Borrower, any Guarantor or Company and any of their Subsidiaries, or any default by the Parent, any Borrower, any Guarantor or any of their its Subsidiaries in, or resulting in the payment of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any default, event Credit Party or condition resulting in the acceleration, mandatory repurchase or mandatory prepayment any of its Subsidiaries (other than as a result any Excluded Joint Venture) shall default in the observance or performance of customary non-default eventsany other agreement or condition relating to any Indebtedness (other than the Loans, such as mandatory prepayments triggered by asset sales or casualty eventsReimbursement Obligations and the Guaranty) of, or any failure to pay at maturity, Nonrecourse Indebtedness of the Parent, any Borrower, any Guarantor or any of their Subsidiaries in a principal amount outstanding of at any time outstanding in excess of least $250,000,000 individually or 20,000,000 in the aggregate.aggregate for the Credit Parties and their Subsidiaries (other than Excluded Joint Ventures) 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); or (iii) any Credit Party or any of its Subsidiaries (other than any Excluded Joint Venture) shall breach or default any payment obligation under any Hedging Agreement that is a Bank Product; or

Indebtedness Cross-Default. There shall occur (i) any default, event or condition resulting in (or permitting the) acceleration, mandatory repurchase or mandatory prepayment (other than as a result of (A) customary non-default mandatory prepayment requirements resulting from asset sales, casualty events, debt or equity issuances, extraordinary receipts or borrowing base limitations and (B) any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the applicable Loan Party’s equity securities so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock)) of, Any Credit Party or any failure to pay at maturity, of its Subsidiaries shall default in any payment of principal of or interest on any Indebtedness (other than the Obligations Loans, Reimbursement Obligations, the Guaranty, ASC 840-40 lease financing obligations and Nonrecourse IndebtednessHedging 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 $2,500,000 for the Parent, any Borrower, any Guarantor or any of their Subsidiaries, or any default by the Parent, any Borrower, any Guarantor or Credit Parties and any of their Subsidiaries in, or resulting in the payment of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any default, event Credit Party or any of its Subsidiaries shall default in the observance or performance of any other agreement or condition resulting in the acceleration, mandatory repurchase or mandatory prepayment relating to any Indebtedness (other than as a result the Loans, Reimbursement Obligations, the Guaranty, ASC 840-40 lease financing obligations and Hedging Agreements entered into in the ordinary course of customary non-default events, such as mandatory prepayments triggered by asset sales business in order to manage existing or casualty eventsanticipated commodity price risks) of, or any failure to pay at maturity, Nonrecourse Indebtedness of the Parent, any Borrower, any Guarantor or any of their Subsidiaries in a principal amount outstanding of at any time outstanding in excess of least $250,000,000 individually or 2,500,000 in the aggregate.aggregate for the Credit Parties and 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); or (iii) any Credit Party or any of its Subsidiaries shall breach or default any Hedging Agreement that is a Bank Product; or

Indebtedness Cross-Default. There shall occur (i) any default, event or condition resulting in (or permitting the) acceleration, mandatory repurchase or mandatory prepayment (other than as a result of (A) customary non-default mandatory prepayment requirements resulting from asset sales, casualty events, debt or equity issuances, extraordinary receipts or borrowing base limitations and (B) any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the applicable Loan Party’s equity securities so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock)) of, or any failure to pay at maturity, Indebtedness (other than the Obligations and Nonrecourse Indebtedness) of the Parent, any Borrower, any Guarantor or any of their Subsidiaries, or any default by the Parent, any Borrower, any Guarantor or any of their Subsidiaries in, or resulting in the payment of amounts in respect of Derivatives Contracts, in excess of $75,000,000 100,000,000 individually or in the aggregate or (ii) any default, event or condition resulting in the acceleration, mandatory repurchase or mandatory prepayment (other than as a result of customary non-default events, such as mandatory prepayments triggered by asset sales or casualty events) of, or any failure to pay at maturity, Nonrecourse Indebtedness of the Parent, any Borrower, any Guarantor or any of their Subsidiaries in a principal amount at any time outstanding in excess of $250,000,000 individually or in the aggregate, other than, in the case of this clause (ii), existing commercial mortgage-backed security Indebtedness securing the Hotel Properties known as the Hilton San Francisco Union Square and the Parc 55 San Francisco.

Indebtedness Cross-Default. There shall occur (i) Any Credit Party or any default, event or condition resulting in (or permitting the) acceleration, mandatory repurchase or mandatory prepayment of its Subsidiaries (other than as a result any Excluded Joint Venture) shall default in any payment of (A) customary non-default mandatory prepayment requirements resulting from asset sales, casualty events, debt principal of or equity issuances, extraordinary receipts or borrowing base limitations and (B) interest on any Indebtedness constituting convertible debt becoming due as a result of the exercise by any holder thereof of conversion, exchange or similar rights related to the value of the applicable Loan Party’s equity securities so long as such Indebtedness is converted into or exchanged for Equity Interests (other than Mandatorily Redeemable Stock)) of, or any failure to pay at maturity, Indebtedness (other than the Loans, Reimbursement Obligations and Nonrecourse Indebtednessthe Guaranty) in a principal amount outstanding of at least $20,000,000 for the Parent, any Borrower, any Guarantor or Company and any of their Subsidiaries, or any default by the Parent, any Borrower, any Guarantor or any of their its Subsidiaries in, or resulting in the payment of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate beyond any applicable grace period (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created; or (ii) any default, event Credit Party or condition resulting in the acceleration, mandatory repurchase or mandatory prepayment any of its Subsidiaries (other than as a result any Excluded Joint Venture) shall default in the observance or performance of customary non-default eventsany other agreement or condition relating to any Indebtedness (other than the Loans, such as mandatory prepayments triggered by asset sales or casualty eventsReimbursement Obligations and the Guaranty) of, or any failure to pay at maturity, Nonrecourse Indebtedness of the Parent, any Borrower, any Guarantor or any of their Subsidiaries in a principal amount outstanding of at any time outstanding in excess of least $250,000,000 individually or 20,000,000 in the aggregate.aggregate for the Credit Parties and their Subsidiaries (other than Excluded Joint Ventures) 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); or (iii) any Credit Party or any of its Subsidiaries (other than any Excluded Joint Venture) shall breach or default any payment obligation under any Swap Agreement that is a Bank Product; or