Common use of Xxxxxxx Debt Documents Clause in Contracts

Xxxxxxx Debt Documents. collectively, (i) the Xxxxxxx Distribution Agreement, (ii) the Xxxxxxx Security Agreements and (iii) any other security agreement or other agreement, document or instrument entered into by and among the Loan Parties and Xxxxxxx (for itself and on behalf of its Affiliates) in connection with the Xxxxxxx Distribution Agreement and/or the Xxxxxxx Security Agreements, provided that any such other security agreement, other agreement, document or instrument shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the Agents. Xxxxxxx Distribution Agreement - that certain Distribution Agreement dated as of September 26, 2009, by and among the Borrowers (for themselves and on behalf of the other Loan Parties) and Xxxxxxx (for itself and on behalf of its Affiliates). Xxxxxxx Security Agreements - collectively, (i) the Security Agreement (U.S. Form - Blanket Lien on Assets) dated as of October 29, 2009 by and among the US Borrower and certain of its Subsidiaries and Xxxxxxx (for itself and on behalf of its Affiliates), and (ii) the General Security Agreement and Hypothec dated as of October 29, 2009 by and between the Canadian Borrower and Xxxxxxx (for itself and on behalf of its Affiliates). Xxxxxxx Subordination Agreement - the Subordination Agreement dated as of October 29, 2009, by and among the Loan Parties, Xxxxxxx (for itself and on behalf of its Affiliates), the Administrative Agent, the Revolving Agent and the Canadian Revolving Agent, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents. Debt - as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments whether or not representing obligations for borrowed money; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Hedging Agreement; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not more than 90 days past due); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) Capital Leases and synthetic lease obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person in respect of any of the foregoing. For all purposes hereof, (i) the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person, and (ii) the Xxxxxxx Debt constitutes Debt hereunder. Default - (a) an Event of Default or (b) any event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 3.50% plus the interest rate otherwise applicable thereto. Defaulting Lender - as defined in Section 4.2.

Xxxxxxx Debt Documents. collectively, (i) the Xxxxxxx Distribution Agreement, (ii) the Xxxxxxx Security Agreements and (iii) any other security agreement or other agreement, document or instrument entered into by and among the Loan Parties and Xxxxxxx (for itself and on behalf of its Affiliates) in connection with the Xxxxxxx Distribution Agreement and/or the Xxxxxxx Security Agreements, provided that any such other security agreement, other agreement, document or instrument shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the AgentsAgents and the Required Lenders. Xxxxxxx Distribution Agreement - that certain Distribution Agreement dated as of September 26, 2009, by and among the Borrowers (for themselves and on behalf of the other Loan Parties) and Xxxxxxx (for itself and on behalf of its Affiliates)[.], as amended by the renewed and amended distribution agreement dated as of October 3, 2014. Xxxxxxx Security Agreements - – collectively, (i) the Security Agreement (U.S. Form - – Blanket Lien on Assets) dated as of October 29, 2009 by and among the US Borrower and certain of its Subsidiaries and Xxxxxxx (for itself and on behalf of its Affiliates), ) and (ii) the General Security Agreement and Hypothec dated as of October 29, 2009 by and between the Canadian Borrower and Xxxxxxx (for itself and on behalf of its Affiliates). Xxxxxxx Subordination Agreement - – the Subordination Agreement Agreement, dated as of October 29, 2009, by and among the Loan Parties, Xxxxxxx (for itself and on behalf of its Affiliates), the Administrative Agent, the Revolving Canadian Agent and the Canadian Revolving Term Loan Agent, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents. Debt - as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments whether or not representing obligations for borrowed money; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Hedging Agreement; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not more than 90 days past due); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) Capital Leases and synthetic lease obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person in respect of any of the foregoing. For all purposes hereof, (i) the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person, and (ii) the Xxxxxxx Debt constitutes Debt hereunder. Default - (a) an Event of Default or (b) any event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 3.502% plus the interest rate otherwise applicable thereto. Defaulting Lender - as defined any Lender that (a) has failed to fund any portion of the Loans or any payment in Section 4.2respect of a US LC Obligation or Canadian LC Obligation required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to any Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due unless the subject of a good faith dispute or unless such failure has been cured, (c) has been deemed insolvent or become the subject of an Insolvency Proceeding, (d) with respect to which the Applicable Agent or any Issuing Bank has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (e) with respect to which an entity that controls such Lender has been deemed insolvent or become subject to an Insolvency Proceeding.

Xxxxxxx Debt Documents. collectively, (i) the Xxxxxxx Distribution Agreement, (ii) the Xxxxxxx Security Agreements and (iii) any other security agreement or other agreement, document or instrument entered into by and among the Loan Parties and Xxxxxxx (for itself and on behalf of its Affiliates) in connection with the Xxxxxxx Distribution Agreement and/or the Xxxxxxx Security Agreements, provided that any such other security agreement, other agreement, document or instrument shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the Agents. Xxxxxxx Distribution Agreement - that certain Distribution Agreement dated as of September 26, 2009, by and among the Borrowers (for themselves and on behalf of the other Loan Parties) and Xxxxxxx (for itself and on behalf of its Affiliates). Xxxxxxx Security Agreements - collectively, (i) the Security Agreement (U.S. Form - – Blanket Lien on Assets) dated as of October 29, 2009 by and among the US Borrower and certain of its Subsidiaries and Xxxxxxx (for itself and on behalf of its Affiliates), and (ii) the General Security Agreement and Hypothec dated as of October 29, 2009 by and between the Canadian Borrower and Xxxxxxx (for itself and on behalf of its Affiliates). Xxxxxxx Subordination Agreement - the Subordination Agreement dated as of October 29, 2009, by and among the Loan Parties, Xxxxxxx (for itself and on behalf of its Affiliates), the Administrative Agent, the Revolving Agent and the Canadian Revolving Agent, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents. Debt - as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments whether or not representing obligations for borrowed money; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Hedging Agreement; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not more than 90 days past due); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) Capital Leases and synthetic lease obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person in respect of any of the foregoing. For all purposes hereof, (i) the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person, and (ii) the Xxxxxxx Debt constitutes Debt hereunder. Default - (a) an Event of Default or (b) any event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 3.50% plus the interest rate otherwise applicable thereto. Defaulting Lender - as defined in Section 4.2.

Xxxxxxx Debt Documents. collectively, (i) the Xxxxxxx Distribution Agreement, (ii) the Xxxxxxx Security Agreements and (iii) any other security agreement or other agreement, document or instrument entered into by and among the Loan Parties and Xxxxxxx (for itself and on behalf of its Affiliates) in connection with the Xxxxxxx Distribution Agreement and/or the Xxxxxxx Security Agreements, provided that any such other security agreement, other agreement, document or instrument shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the Agents. Xxxxxxx Distribution Agreement - – that certain Distribution Agreement dated as of September 26, 2009, by and among the Borrowers (for themselves and on behalf of the other Loan Parties) and Xxxxxxx (for itself and on behalf of its Affiliates), as amended by the renewed and amended Distribution Agreement dated as of October 3, 2014. Xxxxxxx Security Agreements - – collectively, (i) the Security Agreement (U.S. Form - – Blanket Lien on Assets) dated as of October 29, 2009 by and among the US Borrower and certain of its Subsidiaries and Xxxxxxx (for itself and on behalf of its Affiliates), and (ii) the General Security Agreement and Hypothec dated as of October 29, 2009 by and between the Canadian Borrower and Xxxxxxx (for itself and on behalf of its Affiliates). Xxxxxxx Subordination Agreement - – the Subordination Agreement dated as of October 29, 2009, by and among the Loan Parties, Xxxxxxx (for itself and on behalf of its Affiliates), the Administrative Agent, the Revolving Agent and the Canadian Revolving Agent, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents. Debt - – as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments whether or not representing obligations for borrowed money; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Hedging Agreement; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not more than 90 days past due); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) Capital Leases and synthetic lease obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person in respect of any of the foregoing. For all purposes hereof, (i) the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person, and (ii) the Xxxxxxx Debt constitutes Debt hereunder. Default - (a) an Event of Default or (b) any event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 3.50% plus the interest rate otherwise applicable thereto. Defaulting Lender - as defined in Section 4.2.

Xxxxxxx Debt Documents. collectively, (i) the Xxxxxxx Distribution Agreement, (ii) the Xxxxxxx Security Agreements and (iii) any other security agreement or other agreement, document or instrument entered into by and among the Loan Parties and Xxxxxxx (for itself and on behalf of its Affiliates) in connection with the Xxxxxxx Distribution Agreement and/or the Xxxxxxx Security Agreements, provided that any such other security agreement, other agreement, document or instrument shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the Agents. Xxxxxxx Distribution Agreement - – that certain Distribution Agreement dated as of September 26, 2009, by and among the Borrowers (for themselves and on behalf of the other Loan Parties) and Xxxxxxx (for itself and on behalf of its Affiliates), as amended by the renewed and amended Distribution Agreement dated as of October 3, 2014. Xxxxxxx Security Agreements - – collectively, (i) the Security Agreement (U.S. Form - – Blanket Lien on Assets) dated as of October 29, 2009 by and among the US Borrower and certain of its Subsidiaries and Xxxxxxx (for itself and on behalf of its Affiliates), and (ii) the General Security Agreement and Hypothec dated as of October 29, 2009 by and between the Canadian Borrower and Xxxxxxx (for itself and on behalf of its Affiliates). Xxxxxxx Subordination Agreement - – the Subordination Agreement dated as of October 29, 2009, by and among the Loan Parties, Xxxxxxx (for itself and on behalf of its Affiliates), the Administrative Agent, the Revolving Agent and the Canadian Revolving Agent, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents. Debt - – as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments whether or not representing obligations for borrowed money; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Hedging Agreement; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not more than 90 days past due); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) Capital Leases and synthetic lease obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person in respect of any of the foregoing. For all purposes hereof, (i) the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person, and (ii) the Xxxxxxx Debt constitutes Debt hereunder. Default - (a) an Event of Default or (b) any event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 3.50% plus the interest rate otherwise applicable thereto. Defaulting Lender - as defined in Section 4.2.;

Xxxxxxx Debt Documents. collectively, (i) the Xxxxxxx Distribution Agreement, (ii) the Xxxxxxx Security Agreements and (iii) any other security agreement or other agreement, document or instrument entered into by and among the Loan Parties and Xxxxxxx (for itself and on behalf of its Affiliates) in connection with the Xxxxxxx Distribution Agreement and/or the Xxxxxxx Security Agreements, provided that any such other security agreement, other agreement, document or instrument shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the AgentsAgents and the Required Lenders. Xxxxxxx Distribution Agreement - that certain Distribution Agreement dated as of September 26, 2009, by and among the Borrowers (for themselves and on behalf of the other Loan Parties) and Xxxxxxx (for itself and on behalf of its Affiliates). Xxxxxxx Security Agreements - collectively, (i) the Security Agreement (U.S. Form - Blanket Lien on Assets) dated as of October 29, 2009 by and among the US Borrower and certain of its Subsidiaries and Xxxxxxx (for itself and on behalf of its Affiliates), ) and (ii) the General Security Agreement and Hypothec dated as of October 29, 2009 by and between the Canadian Borrower and Xxxxxxx (for itself and on behalf of its Affiliates). Xxxxxxx Subordination Agreement - the Subordination Agreement Agreement, dated as of October 29, 2009, by and among the Loan Parties, Xxxxxxx (for itself and on behalf of its Affiliates), the Administrative Agent, the Revolving Canadian Agent and the Canadian Revolving Term Loan Agent, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents. Debt - as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments whether or not representing obligations for borrowed money; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Hedging Agreement; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not more than 90 days past due); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) Capital Leases and synthetic lease obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person in respect of any of the foregoing. For all purposes hereof, (i) the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person, and (ii) the Xxxxxxx Debt constitutes Debt hereunder. Default - (a) an Event of Default or (b) any event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default. Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 3.502% plus the interest rate otherwise applicable thereto. Defaulting Lender - any Lender that (a) has failed to fund any portion of the Loans or any payment in respect of a US LC Obligation or Canadian LC Obligation required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to any Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due unless the subject of a good faith dispute or unless such failure has been cured, (c) has been deemed insolvent or become the subject of an Insolvency Proceeding, (d) with respect to which the Applicable Agent or any Issuing Bank has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (e) with respect to which an entity that controls such Lender has been deemed insolvent or become subject to an Insolvency Proceeding. Deposit Account - as defined in Section 4.2the UCC. The term “Deposit Account” shall include, for the avoidance of doubt, any Concentration Account and any Dominion Account. Deposit Account Bank - any financial institution selected or approved by the Administrative Agent in its sole discretion exercised reasonably.

Xxxxxxx Debt Documents. collectively, (i) the Xxxxxxx Distribution Agreement, (ii) the Xxxxxxx Security Agreements and (iii) any other security agreement or other agreement, document or instrument entered into by and among the Loan Parties and Xxxxxxx (for itself and on behalf of its Affiliates) in connection with the Xxxxxxx Distribution Agreement and/or the Xxxxxxx Security Agreements, provided that any such other security agreement, other agreement, document or instrument shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the AgentsAgents and the Required Lenders. Xxxxxxx Distribution Agreement - that certain Distribution Agreement dated as of September 26, 2009, by and among the Borrowers (for themselves and on behalf of the other Loan Parties) and Xxxxxxx (for itself and on behalf of its Affiliates), as amended by the renewed and amended distribution agreement dated as of October 3, 2014. Xxxxxxx Security Agreements - – collectively, (i) the Security Agreement (U.S. Form - – Blanket Lien on Assets) dated as of October 29, 2009 by and among the US Borrower and certain of its Subsidiaries and Xxxxxxx (for itself and on behalf of its Affiliates), ) and (ii) the General Security Agreement and Hypothec dated as of October 29, 2009 by and between the Canadian Borrower and Xxxxxxx (for itself and on behalf of its Affiliates). Xxxxxxx Subordination Agreement - – the Subordination Agreement Agreement, dated as of October 29, 2009, by and among the Loan Parties, Xxxxxxx (for itself and on behalf of its Affiliates), the Administrative Agent, the Revolving Canadian Agent and the Canadian Revolving Term Loan Agent, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents. Debt - as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments whether or not representing obligations for borrowed money; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Hedging Agreement; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not more than 90 days past due); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) Capital Leases and synthetic lease obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person in respect of any of the foregoing. For all purposes hereof, (i) the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person, and (ii) the Xxxxxxx Debt constitutes Debt hereunder. Default - (a) an Event The amount of Default or (b) any event or condition that, with net obligation under any Hedging Agreement on any date shall be deemed to be the lapse Hedge Termination Value thereof as of time or giving of notice, would constitute an Event of Default. Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 3.50% plus the interest rate otherwise applicable thereto. Defaulting Lender - as defined in Section 4.2such date.