Common use of Cross-Defaults Clause in Contracts

Cross-Defaults. (i) The Borrower or any of its Subsidiaries shall default in the making of any payment of any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $100,000,000 (but excluding Debt evidenced by the Notes) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; (ii) Any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower or any of its Subsidiaries Any Credit Party shall default in the making of any payment of fail to pay any principal of or premium or interest on any its Debt which that is outstanding in a principal amount of at least $100,000,000 (but excluding Debt evidenced by the Notes) 1,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; ; (ii) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt (including, without limitation, any event of the Borrower default, termination event or additional termination event under any of its Subsidiaries which Hedge Contract) that is outstanding in a principal amount (or termination payment amount or similar amount) of at least $100,000,0001,000,000 , and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; ; (iii) Any any such Debt referred to in clauses (i) or (ii) above a principal amount of at least $1,000,000 shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepaymentprepayment or mandatory prepayment other than a mandatory prepayment of all or substantially all of such Debt), prior to the stated maturity thereof; or provided that, for purposes of this Section 7.1(d), the “principal amount” of the obligations in respect of any Hedging Contracts at any time shall be the maximum aggregate amount (Agiving effect to any netting agreements) Any default that would be required to be paid if such Hedging Contracts were terminated at such time, (iv) any event or circumstances occurs and is continuing which constitutes an event of default shall have occurred under the Indenture if the effect of such event or condition is to accelerate or to permit the acceleration of, the maturity of such Debt (without giving effect to any notices of such event of default), (v) any breach or violation of the Material Contracts Exchange Agreement or Registration Rights Agreement (including the failure to issue Convertible Notes in accordance with the Exchange Agreement) or (vi) any event or circumstances occurs and is continuing which has not been cured within any applicable grace period and which default or constitutes an event of default could reasonably be expected under the TriplePoint Loan Documents if the effect of such event or condition is to have a Material Adverse Effectaccelerate or to permit the acceleration of, (B) any the maturity of such Debt under the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.TriplePoint Loan Documents;

Cross-Defaults. (i) The Borrower Any Loan Party or any of its Subsidiaries shall default in the making of any payment of fail to pay any principal of or of, premium or interest on or any other amount payable in respect of (A) any Debt of such Loan Party or such Subsidiary (as the case may be) which is Non-Recourse Debt that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $100,000,000 20,000,000 either individually or in the aggregate or (B) any Debt of such Loan Party or such Subsidiary (as the case may be) other than Non-Recourse Debt that is outstanding in a principal amount (or in the case of any Hedge Agreement, an Agreement Value) of at least $2,000,000, either individually or in the aggregate (such Debt described under clauses (A) and (B), whether the obligation of one or more of the Loan Parties or their respective Subsidiaries, and whether the subject of one or more separate debt instruments or agreements, exclusive of Debt outstanding hereunder is referred to herein as "Material Debt") but excluding Debt evidenced by the Notes) outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after following the expiration of the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; Debt or in such Hedge Agreement; or (ii) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrumentMaterial Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such Debt; Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, or (iii) Any the maturity of any such Material Debt referred to in clauses (i) shall be accelerated or (ii) above any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower Any Loan Party or any of its Subsidiaries shall default in the making of any payment of fail to pay any principal of or of, premium or interest on or any other amount payable in respect of (A) any Debt of such Loan Party or such Subsidiary (as the case may be) which is Non-Recourse Debt that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $100,000,000 20,000,000 either individually or in the aggregate or (but excluding B) any Debt evidenced by of such Loan Party or such Subsidiary (as the Notescase may be) other than Non-Recourse Debt that is outstanding in a principal amount (or in the case of any Hedge Agreement, an Agreement Value) of at least $2,000,000, either individually or in the aggregate (such Debt described under clauses (A) and (B), whether the obligation of one or more of the Loan Parties or their respective Subsidiaries, and whether the subject of one or more separate debt instruments or agreements, exclusive of Debt outstanding hereunder is referred to herein as “Material Debt”), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after following the expiration of the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; Debt or in such Hedge Agreement; or (ii) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrumentMaterial Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such Debt; Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, or (iii) Any the maturity of any such Material Debt referred to in clauses (i) shall be accelerated or (ii) above any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower Any Loan Party or any Subsidiary of its Subsidiaries shall default in the making a Loan Party defaults under any Material Agreement (after any applicable grace period contained therein), (ii) (A) Any Loan Party or any Subsidiary of a Loan Party fails to make (after any applicable grace period) any payment of any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $100,000,000 (but excluding Debt evidenced by the Notes) when the same becomes due and payable (whether by due because of scheduled maturity, required prepaymentprepayment provisions, acceleration, demand or otherwise) on any Indebtedness (other than the Obligations) of such Loan Party or such Subsidiary having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $290,000 (other than the Indebtedness under the Senior Facility) (“Material Indebtedness”), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; (iiB) Any other event shall occur or condition shall exist under any agreement or instrument contractual obligation relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrumentMaterial Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration ofof (without regard to any subordination terms with respect thereto), the maturity of such Debt; Material Indebtedness or (iiiC) Any such Debt referred to in clauses (i) Material Indebtedness shall become or (ii) above shall be declared to be due and payable, or be required to be prepaid prepaid, redeemed, defeased or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (Ciii) any Person other than the Borrower Company or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action Subsidiary defaults under any Material Contractobligation for payments due under any lease agreement in excess of $50,000; provided, in each case however, that constitutes or could reasonably be expected to take the form extent and for so long as the Senior Agent and the Senior Lenders have consented and agreed to any such defaults under Section 3(k) of the purchaseSenior Facility Fourth Amendment, occupation, or operation such defaults shall not constitute a breach of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiariesthis clause (i).

Cross-Defaults. (i) The Borrower or with respect to (A) any of its Subsidiaries shall default in the making of any payment of any principal of or premium or interest on any Debt Secured Non-Recourse Indebtedness which is outstanding in a principal amount of at least $100,000,000 20,000,000 individually or when aggregated with all such Secured Non-Recourse Indebtedness of the Borrower, the Parent or any of their respective Subsidiaries or (B) any other Indebtedness (but excluding Debt Indebtedness evidenced by the Notes) which is outstanding in a principal amount of at least $5,000,000 individually or when aggregated with all such Indebtedness of the same becomes Borrower, the Parent or any of their respective Subsidiaries any of the following: (1) any such Indebtedness shall be declared to be due and payable payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof, (2) the Borrower, the Parent or any of their respective Subsidiaries shall fail to pay any principal of or premium or interest of any of such Indebtedness (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;Indebtedness, or (ii3) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000such Indebtedness, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, holders of such Indebtedness to accelerate the maturity of such DebtIndebtedness; (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower Any Loan Party or any of its Subsidiaries shall default in the making of any payment of fail to pay any principal of or of, premium or interest on or any other amount payable in respect of any Debt which of such Loan Party or such Subsidiary (as the case may be) that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $100,000,000 10,000,000 either individually or in the aggregate (such Debt, whether the obligation of one or more of the Loan Parties or their respective Subsidiaries, and whether the subject of one or more separate debt instruments or agreements, exclusive of Debt outstanding hereunder is referred to herein as “Material Debt”) but excluding Debt evidenced by the Notes) outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after following the expiration of the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; Debt or in such Hedge Agreement; or (ii) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrumentMaterial Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such Debt; Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, or (iii) Any the maturity of any such Material Debt referred to in clauses (i) shall be accelerated or (ii) above any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower or any of its Subsidiaries shall default in the making of any payment of any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $100,000,000 50,000,000 (but excluding Debt evidenced by the Notes) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; (ii) Any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,00050,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or or 3rd Amended/Restated Credit Agreement (iv) (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower Limited Partner or any of its Subsidiaries shall default in the making of any payment of any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $100,000,000 10,000,000 (but excluding Debt evidenced by the Notes) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; (ii) Any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower Limited Partner or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,00010,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts (other than the Alon Mortgage or any of the HC Mortgages) shall have terminated, or (C) any Person other than the Borrower Limited Partner or any of its Subsidiaries takes (or notifies the Borrower Limited Partner or any of its Subsidiaries that it intends to take) remedial action under the Alon Mortgage, the Alon Pipelines and Terminals Agreement, any of the HC Mortgages, or the HC Pipelines Agreement (or any successor or replacement agreement to the foregoing) or under any other Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower Any Loan Party or any of its Subsidiaries shall default in the making of any payment of fail to pay any principal of or of, premium or interest on or any other amount payable in respect of (A) any Debt of such Loan Party or such Subsidiary (as the case may be) which is Non-Recourse Debt that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $100,000,000 50,000,000 either individually or in the aggregate or (but excluding B) any Debt evidenced by of such Loan Party or such Subsidiary (as the Notescase may be) other than Non-Recourse Debt that is outstanding in a principal amount (or in the case of any Hedge Agreement, an Agreement Value) of at least $10,000,000, either individually or in the aggregate (such Debt described under clauses (A) and (B), whether the obligation of one or more of the Loan Parties or their respective Subsidiaries, and whether the subject of one or more separate debt instruments or agreements, exclusive of Debt outstanding hereunder is referred to herein as “Material Debt”), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after following the expiration of the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; Debt or in such Hedge Agreement; or (ii) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrumentMaterial Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such Debt; Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, or (iii) Any the maturity of any such Material Debt referred to in clauses (i) shall be accelerated or (ii) above any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower or any of its Subsidiaries Any Credit Party shall default in the making of any payment of fail to pay any principal of or premium or interest on any its Debt which that is outstanding in a principal amount of at least $100,000,000 500,000 individually or when aggregated with all such Debt of any Credit Party so in default (but excluding Debt evidenced by the Notesthis Agreement) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; ; (ii) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt (including, without limitation, any event of the Borrower default, termination event or additional termination event under any of its Subsidiaries which Hedge Contract) that is outstanding in a principal amount (or termination payment amount or similar amount) of at least $100,000,000500,000 individually or when aggregated with all such Debt of any Credit Party so in default, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; ; (iii) Any any such Debt referred to in clauses (i) a principal amount of at least $500,000 individually or (ii) above when aggregated with all such Debt of any Credit Party shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or provided that, for purposes of this Section 7.1(d), the “principal amount” of the obligations in respect of any Hedging Contracts at any time shall be the maximum aggregate amount (Agiving effect to any netting agreements) Any default that would be required to be paid if such Hedging Contracts were terminated at such time; or (iv) any event or circumstance occurs and is continuing which constitutes an event of default shall have occurred under the JV Credit Agreement, regardless of whether an Event of Default is declared under the JV Credit Agreement on account thereof, provided, however, that if any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably under the JV Credit Agreement is cured or waived, any related Event of Default arising under this Section 7.1(d)(iv) shall be expected deemed to have a Material Adverse Effectbeen cured or waived, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.as applicable;

Cross-Defaults. (i) The Borrower or any of its Subsidiaries shall default in the making of any payment of any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $100,000,000 50,000,000 (but excluding Debt evidenced by the Notes) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;; 84 ▇▇▇▇▇ Energy Partners, L.P. 3rd Amended/Restated Credit Agreement (ii) Any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,00050,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (iv) (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower or with respect to (A) any of its Subsidiaries shall default in the making of any payment of any principal of or premium or interest on any Debt Secured Non-Recourse Indebtedness which is outstanding in a principal amount of at least $100,000,000 50,000,000 individually or when aggregated with all such Secured Non-Recourse Indebtedness of the Borrower, the Parent or any of their respective Subsidiaries or (B) any other Indebtedness (but excluding Debt Indebtedness evidenced by the Notes) which is outstanding in a principal amount of at least $5,000,000 individually or when aggregated with all such Indebtedness of the same becomes Borrower, the Parent or any of their respective Subsidiaries any of the following: (1) any such Indebtedness shall be declared to be due and payable payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof, (2) the Borrower, the Parent or any of their respective Subsidiaries shall fail to pay any principal of or premium or interest of any of such Indebtedness (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;Indebtedness, or (ii3) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000such Indebtedness, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, holders of such Indebtedness to accelerate the maturity of such DebtIndebtedness; (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower Any Loan Party or any of its Subsidiaries shall default in the making of any payment of fail to pay any principal of or of, premium or interest on or any other amount payable in respect of any Material Recourse Debt which is outstanding in a principal amount of at least $100,000,000 (but excluding Debt evidenced by the Notes) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), ) and such failure shall continue after following the expiration of the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; Debt or in such Hedge Agreement; or (ii) Any any Loan Party or any of its Subsidiaries shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Material Debt (other than Material Recourse Debt and Non-Recourse Debt affecting the Carved Out Assets) if such default or defaults have not been waived or cured or such Debt has not been repaid within a 30-day period; or (iii) any other event shall occur or condition shall exist under any agreement or instrument relating to any Material Debt (exclusive of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000, and shall continue after Non-Recourse Debt affecting the applicable grace periodCarved Out Assets), if any, specified in such agreement or instrument, if (A) the effect of such event or condition is to accelerate, accelerate or to permit the acceleration of, of the maturity of such Material Debt; (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be due , and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) such event or condition shall remain unremedied or otherwise uncured for a period of 30 days and such Material Debt is not repaid within such 30-day period; or (iv) any event or state of facts that results in the acceleration, or would permit any note holders to direct the acceleration, of the Material Contracts shall have terminated, Exchangeable Notes (without reference to any subsequent waiver or (C) any Person other than amendment by the Borrower note holders or any indenture trustee with respect to such event or state of its Subsidiaries takes (or notifies facts unless approved by the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take Administrative Agent and the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.Required Lenders); or

Cross-Defaults. (i) The Borrower or with respect to (A) any of its Subsidiaries shall default in the making of any payment of any principal of or premium or interest on any Debt Secured Non-Recourse Indebtedness which is outstanding in a principal amount of at least $100,000,000 10,000,000 individually or when aggregated with all such Secured Non-Recourse Indebtedness of the Borrower, the Parent or any of their respective Subsidiaries or (B) any other Indebtedness (but excluding Debt Indebtedness evidenced by the Notes) which is outstanding in a principal amount of at least $5,000,000 individually or when aggregated with all such Indebtedness of the same becomes Borrower, the Parent or any of their respective Subsidiaries, any of the following: (1) any such Indebtedness shall be declared to be due and payable payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof, (2) the Borrower, the Parent or any of their respective Subsidiaries shall fail to pay any principal of or premium or interest of any of such Indebtedness (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;Indebtedness, or (ii3) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000such Indebtedness, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, holders of such Indebtedness to accelerate the maturity of such DebtIndebtedness; (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower or any of its Subsidiaries Any Credit Party shall default in the making of any payment of fail to pay any principal of or premium or interest on any its Debt which that is outstanding in a principal amount of at least $100,000,000 (but excluding Debt evidenced by the Notes) 1,000,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; ; (ii) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt (including, without limitation, any event of the Borrower default, termination event or additional termination event under any of its Subsidiaries which Hedge Contract) that is outstanding in a principal amount (or termination payment amount or similar amount) of at least $100,000,0001,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; , (iii) Any any such Debt referred to in clauses (i) or (ii) above a principal amount of at least $1,000,000 shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled scheduled, required prepaymentprepayment or mandatory prepayment other than a mandatory prepayment of all or substantially all of such Debt), prior to the stated maturity thereof; or provided that, for purposes of this Section 7.1(d), the “principal amount” of the obligations in respect of any Hedging Contracts at any time shall be the maximum aggregate amount (Agiving effect to any netting agreements) Any default or that would be required to be paid if such Hedging Contracts were terminated at such time, (iv) the occurrence of an event of default shall have occurred under the JV Company Credit Facility Documents provided, however, that if all events of default under the JV Company Credit Facility Documents are cured or waived, any Event of Default arising under this Section 7.1(d)(iv) solely as a result of the Material Contracts which has not occurrence such events of default shall be deemed to have been cured within any applicable grace period and which default or waived, as applicable, (v) the occurrence of an event of default could reasonably under the Texadian Trade Facility, provided, however, that if all events of default under the Texadian Trade Facility are cured or waived, any Event of Default arising under this Section 7.1(d)(v) solely as a result of the occurrence of such events of default shall be expected deemed to have a Material Adverse Effectbeen cured or waived, as applicable, (Bvi) the occurrence of an event of default under the ABL Credit Agreement, provided, however, that if all events of default under the ABL Credit Agreement are cured or waived, any Event of Default arising under this Section 7.1(d)(vi) solely as a result of the Material Contracts occurrence of such events of default shall be deemed to have terminatedbeen cured or waived, as applicable, (vii) the occurrence of an event of default under the Framework Agreement, provided, however, that if all events of default under the Framework Agreement are cured or (Cwaived, any Event of Default arising under this Section 7.1(d)(vii) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form solely as a result of the purchaseoccurrence of such events of default shall be deemed to have been cured or waived, occupationas applicable; and (viii) the occurrence of an event of default under the Bank of Hawaii Credit Agreement, provided, however, that if all events of default under the Bank of Hawaii Credit Agreement are cured or operation waived, any Event of any Default arising under this Section 7.1(d)(viii) solely as a result of the applicable Pipeline Systems occurrence of such events of default shall be deemed to have been cured or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.waived, as applicable;

Cross-Defaults. (i) The Borrower Limited Partner or any of its Subsidiaries shall default in the making of any payment of any principal of or premium or interest on any Debt which is outstanding in a principal amount of at least $100,000,000 25,000,000 (but excluding Debt evidenced by the Notes) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; (ii) Any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower Limited Partner or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,00025,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (iv) (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower Limited Partner or any of its Subsidiaries takes (or notifies the Borrower Limited Partner or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower Any Loan Party or any of its Subsidiaries shall default in the making of any payment of fail to pay any principal of or of, premium or interest on or any other amount payable in respect of (A) any Debt of such Loan Party or such Subsidiary (as the case may be) which is Non-Recourse Debt that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $100,000,000 20,000,000 either individually or in the aggregate or (B) any Debt of such Loan Party or such Subsidiary (as the case may be) other than Non-Recourse Debt that is outstanding in a principal amount (or in the case of any Hedge Agreement, an Agreement Value) of at least $2,000,000, either individually or in the aggregate (such Debt described under clauses (A) and (B), whether the obligation of one or more of the Loan Parties or their respective Subsidiaries, and whether the subject of one or more separate debt instruments or agreements, exclusive of Debt outstanding hereunder is referred to herein as “Material Debt”) but excluding Debt evidenced by the Notes) outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after following the expiration of the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; Debt or in such Hedge Agreement; or (ii) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000, and shall continue after the applicable grace period, if any, specified in such agreement or instrumentMaterial Debt, if the effect of such event or condition is to accelerate, or to permit the acceleration of, of the maturity of such Debt; Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, or (iii) Any the maturity of any such Material Debt referred to in clauses (i) shall be accelerated or (ii) above any such Material Debt shall be declared to be due and payable, payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepaymentprepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower or with respect to (A) any of its Subsidiaries shall default in the making of any payment of any principal of or premium or interest on any Debt Secured Non-Recourse Indebtedness which is outstanding in a principal amount of at least $100,000,000 10,000,000 individually or when aggregated with all such Secured Non-Recourse Indebtedness of the Borrower, the Parent or any of their respective Subsidiaries or (B) any other Indebtedness (but excluding Debt Indebtedness evidenced by the Notes) which is outstanding in a principal amount of at least $5,000,000 individually or when aggregated with all such Indebtedness of the same becomes Borrower, the Parent or any of their respective Subsidiaries, any of the following: A. any such Indebtedness shall be declared to be due and payable payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof, B. the Borrower, the Parent or any of their respective Subsidiaries shall fail to pay any principal of or premium or interest of any of such Indebtedness (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt;Indebtedness, or (ii) Any C. any other event shall occur or condition shall exist under any agreement or instrument relating to Debt of the Borrower or any of its Subsidiaries which is outstanding in a principal amount of at least $100,000,000such Indebtedness, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, holders of such Indebtedness to accelerate the maturity of such DebtIndebtedness; (iii) Any such Debt referred to in clauses (i) or (ii) above shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (A) Any default or event of default shall have occurred under any of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.

Cross-Defaults. (i) The Borrower Any Loan Party or any of its Subsidiaries Subsidiary thereof shall default in the making of any payment of fail to pay any principal of or premium or interest on any Debt which its Indebtedness that is outstanding in a principal amount of at least $100,000,000 (but excluding Debt evidenced by the Notes) 35,000,000 individually or when aggregated with all such Indebtedness of any Loan Party or any Subsidiary thereof so in default when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; Indebtedness; (ii) Any any other event shall occur or condition shall exist under any agreement or instrument relating to Debt Indebtedness (including, without limitation, any event of the Borrower default or termination event under any of its Subsidiaries which Hedge Contract) that is outstanding in a principal amount (or termination payment amount or similar amount) of at least $100,000,00035,000,000 individually or when aggregated with all such Indebtedness of any Loan Party or any Subsidiary thereof so in default, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; Indebtedness; or (iii) Any any such Debt referred to Indebtedness in clauses (i) a principal amount of at least $35,000,000 individually or (ii) above when aggregated with all such Indebtedness of any Loan Party or any Subsidiary thereof shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepaymentprepayment or as a result of a Disposition permitted by this Agreement), prior to the stated maturity thereof; or (A) Any default or event provided that, for purposes of default shall have occurred under any this subsection 7.01(d), the “principal amount” of the Material Contracts which has not been cured within any applicable grace period and which default or event of default could reasonably be expected to have a Material Adverse Effect, (B) any of the Material Contracts shall have terminated, or (C) any Person other than the Borrower or any of its Subsidiaries takes (or notifies the Borrower or any of its Subsidiaries that it intends to take) remedial action under any Material Contract, obligations in each case that constitutes or could reasonably be expected to take the form of the purchase, occupation, or operation respect of any of the applicable Pipeline Systems or Terminals by a Person other than the Borrower or its wholly owned Subsidiaries.Hedge Contract at any time shall be Hedge Termination Value thereof;