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 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 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) The Borrower, 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 (any other than Mandatorily Redeemable Stock)) Subsidiary shall fail to pay when due and payable the principal of, or interest on, (x) any failure to pay at maturity, Recourse Indebtedness (other than the Obligations Loans) having an aggregate outstanding principal amount of $5,000,000 or more, or (y) any Nonrecourse Indebtedness having an aggregate outstanding principal amount of $35,000,000 or more, and Nonrecourse Indebtednessin any such case such failure shall continue beyond any applicable notice and cure periods; or (ii) The maturity of any (x) any Recourse Indebtedness (other than the Loans) of the Parent, any Borrower, any Guarantor other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of their Subsidiaries$5,000,000 or more, or (y) any default by Nonrecourse Indebtedness of the Parent, any Borrower, any Guarantor other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of their Subsidiaries in$35,000,000 or more shall have (1) been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Indebtedness or (2) been required to be prepaid or repurchased prior to the stated maturity thereof; or (iii) Any other event shall have occurred and be continuing which, with or without the passage of time, the giving of notice, or resulting in the payment both, would permit any holder or holders of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate or (iix) any default, event or condition resulting in the acceleration, mandatory repurchase or mandatory prepayment Recourse Indebtedness (other than the Loans) of the Borrower, any other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of $5,000,000 or more, or (y) any Nonrecourse Indebtedness of the Borrower, any other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of $35,000,000 or more, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of such Indebtedness or require any such Indebtedness to be prepaid or repurchased prior to its stated maturity. Notwithstanding the foregoing, the provisions of this subclause (iii) shall not apply to the Indebtedness listed on Schedule 11.1(d) solely as a result of customary known non-default eventsmonetary defaults previously disclosed in Borrower’s publicly filed 2005 financial statements, such as mandatory prepayments triggered by asset sales or casualty eventsunless and until the applicable holder(s) of, (or any failure trustee or agent acting on behalf of such holder(s)) of such Indebtedness accelerate the maturity of such Indebtedness or require any such Indebtedness to pay at maturity, Nonrecourse Indebtedness be prepaid or repurchased prior to its stated maturity as a result 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 aggregatesuch known defaults.

Indebtedness Cross-Default. There shall occur (i) The Borrower, 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 (any other than Mandatorily Redeemable Stock)) Subsidiary shall fail to pay when due and payable the principal of, or interest on, (x) any failure to pay at maturity, Recourse Indebtedness (other than the Obligations Loans) having an aggregate outstanding principal amount of $5,000,000 or more, or (y) any Nonrecourse Indebtedness having an aggregate outstanding principal amount of $35,000,000 or more, and Nonrecourse Indebtednessin any such case such failure shall continue beyond any applicable notice and cure periods; or (ii) The maturity of any (x) any Recourse Indebtedness (other than the Loans) of the Parent, any Borrower, any Guarantor other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of their Subsidiaries$5,000,000 or more, or (y) any default by Nonrecourse Indebtedness of the Parent, any Borrower, any Guarantor other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of their Subsidiaries in$35,000,000 or more shall have (1) been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Indebtedness or (2) been required to be prepaid or repurchased prior to the stated maturity thereof; or (iii) Any other event shall have occurred and be continuing which, with or without the passage of time, the giving of notice, or resulting in the payment both, would permit any holder or holders of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate or (iix) any default, event or condition resulting in the acceleration, mandatory repurchase or mandatory prepayment Recourse Indebtedness (other than the Loans) of the Borrower, any other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of $5,000,000 or more, or (y) any Nonrecourse Indebtedness of the Borrower, any other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of $35,000,000 or more, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of such Indebtedness or require any such Indebtedness to be prepaid or repurchased prior to its stated maturity. Notwithstanding the foregoing, the provisions of this subclause (iii) shall not apply to the Indebtedness listed on Schedule 11.1(d) solely as a result of customary known non-default eventsmonetary defaults previously disclosed in Borrower’s publicly filed 2007 financial statements, such as mandatory prepayments triggered by asset sales or casualty eventsunless and until the applicable holder(s) of, (or any failure trustee or agent acting on behalf of such holder(s)) of such Indebtedness accelerate the maturity of such Indebtedness or require any such Indebtedness to pay at maturity, Nonrecourse Indebtedness be prepaid or repurchased prior to its stated maturity as a result 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 aggregatesuch known defaults.

Indebtedness Cross-Default. There shall occur (i) The Borrower, 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 (any other than Mandatorily Redeemable Stock)) Subsidiary shall fail to pay when due and payable the principal of, or interest on, (x) any failure to pay at maturity, Recourse Indebtedness (other than the Obligations Loans) having an aggregate outstanding principal amount of $5,000,000 or more, or (y) any Nonrecourse Indebtedness having an aggregate outstanding principal amount of $35,000,000 or more, and Nonrecourse Indebtednessin any such case such failure shall continue beyond any applicable notice and cure periods; or The maturity of any (x) any Recourse Indebtedness (other than the Loans) of the Parent, any Borrower, any Guarantor other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of their Subsidiaries$5,000,000 or more, 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 (iiy) 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 other Loan Party or any of their Subsidiaries in a other Subsidiary having an aggregate outstanding principal amount at any time outstanding in excess of $250,000,000 individually 35,000,000 or more shall have (1) been accelerated in accordance with the aggregateprovisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Indebtedness or (2) been required to be prepaid or repurchased prior to the stated maturity thereof; or Any other event shall have occurred and be continuing which, with or without the passage of time, the giving of notice, or both, would permit any holder or holders of (x) any Recourse Indebtedness (other than the Loans) of the Borrower, any other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of $5,000,000 or more, or (y) any Nonrecourse Indebtedness of the Borrower, any other Loan Party or any other Subsidiary having an aggregate outstanding principal amount of $35,000,000 or more, any trustee or agent acting on behalf of such holder or holders or any other Person, to accelerate the maturity of such Indebtedness or require any such Indebtedness to be prepaid or repurchased prior to its stated maturity.

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

Indebtedness Cross-Default. There shall occur (i) Borrower or 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 Consolidated Subsidiary shall fail to pay when due and (B) any Indebtedness constituting convertible debt becoming due as a result of payable 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)) principal of, or interest on, any failure to pay at maturity, Indebtedness (other than the Loans) or any Contingent Obligations and Nonrecourse Indebtednesshaving an aggregate outstanding principal amount of $5,000,000 or more, or (ii) the maturity of any Indebtedness (other than the Loans) of Borrower or any Consolidated Subsidiary having an aggregate outstanding principal amount of $5,000,000 or more shall have (x) been accelerated in accordance with the Parentprovisions of any indenture, contract, or instrument evidencing, providing for the creation of, or otherwise concerning such Indebtedness or (y) been required to be prepaid prior to the stated maturity thereof; or (iii) any other event shall have occurred and be continuing with respect to any Indebtedness (other than the Loans) of Borrower or any Consolidated Subsidiary having an aggregate outstanding principal amount of $5,000,000 or more which, with or without the passage of time, the giving of notice, or otherwise, would permit any holder or holders of such Indebtedness, any trustee or agent acting on behalf of such holder or holders, or any other Person to accelerate the maturity of any such Indebtedness or require any such Indebtedness to be prepaid prior to its stated maturity. SECOND AMENDED AND RESTATED CREDIT AGREEMENT 56 62 (f) Voluntary Bankruptcy Proceeding. Borrower, any Guarantor or any of their SubsidiariesConsolidated Subsidiary, or any default by Other Relevant Subsidiary shall: (i) commence a voluntary case under the ParentBankruptcy Code of 1978, any Borrower, any Guarantor as amended or any of their Subsidiaries in, other federal bankruptcy laws (as now or resulting hereafter in the payment of amounts in respect of Derivatives Contracts, in excess of $75,000,000 individually or in the aggregate or effect); (ii) file a petition seeking to take advantage of any defaultother Applicable Laws, event domestic or condition resulting foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; (iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any proceeding or action described in the accelerationimmediately following subsection; (iv) apply for or consent to, mandatory repurchase or mandatory prepayment (other than as fail to contest in a result of customary non-default eventstimely and appropriate manner, such as mandatory prepayments triggered by asset sales or casualty events) the appointment of, or any failure the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (v) admit in writing its inability to pay at maturity, Nonrecourse Indebtedness its debts as they become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or similar action for the purpose of effecting any 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 aggregateforegoing.

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.