Common use of Cross-Acceleration Clause in Contracts

Cross-Acceleration. (a) Any Company fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any Recourse Debt (other than Indebtedness hereunder or under any other Loan Document and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $150,000,000 and the effect of which failure to make such payment is to cause such Recourse Debt to be demanded or to become due (or if such payment is not made on the maturity date of such Recourse Debt, to be due) or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demanded; or (b) Any Company fails to observe or perform any other agreement or condition relating to or in respect of any Recourse Debt or contained in any instrument or agreement evidencing, securing or relating to the same, or any other event (excluding voluntary actions by any applicable Company) occurs, the effect of which default or other event is to cause Recourse Debt having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $150,000,000, to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demanded; or (c) There occurs under any Swap Contract that constitutes Recourse Debt an Early Termination Date (as defined in such Swap Contract) resulting from (i) any event of default under such Swap Contract as to which any Company is the Defaulting Party (as defined in such Swap Contract) or (ii) any Termination Event (as so defined) under such Swap Contract as to which any Company is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Company as a result thereof is greater than $150,000,000 and such amount is not paid when due.

Cross-Acceleration. (ai) Any The Company or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Recourse Debt Indebtedness or Contingent Obligation (other than Indebtedness hereunder or under any other Loan Document and Indebtedness under in respect of Swap Contracts) ), 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 $150,000,000 and the effect of which failure to make such payment is to cause such Recourse Debt to be demanded or to become 10,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if such payment is not made any, specified in the relevant document on the maturity date of such Recourse Debt, to be due) or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise)failure, or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demanded; or (bB) Any Company fails to perform or observe or perform any other agreement condition or condition relating to or in respect of any Recourse Debt or contained in any instrument or agreement evidencing, securing or relating to the samecovenant, or any other event (excluding voluntary actions by shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation, and such failure continues after the applicable Company) occursgrace or notice period, if any, specified in the relevant document on the date of such failure, if the effect of which default such failure, event or other event condition under the preceding clauses (A) or (B) is to cause Recourse Debt having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $150,000,000, such Indebtedness to be demanded declared or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt Indebtedness to be required to be made, prior to its stated maturity, or such Recourse Debt Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or or (cii) There there occurs under any Swap Contract that constitutes Recourse Debt an Early Termination Date (as defined in such Swap Contract) resulting from (i1) any event of default under such Swap Contract as to which the Company or any Company Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (ii2) any Termination Event (as so defined) under defined in such Swap Contract Contract) as to which the Company or any Company Subsidiary is an Affected Party (as so defined) defined in such Swap Contract), and, in either event, the Swap Termination Value owed by the Company or such Company Subsidiary as a result thereof is greater than $150,000,000 and such amount is not paid when due.10,000,000; or

Cross-Acceleration. (a) Any Company fails to make any payment when due Any: (whether by scheduled maturity, required prepayment, acceleration, demand or otherwisei) Financial Indebtedness of any Recourse Debt a member of the Group (other than Financial Indebtedness hereunder of an Excluded Subsidiary or Financial Indebtedness owed to another member of the Group) is duly accelerated by or on behalf of the person to whom such Financial Indebtedness is owed as a result of an event of default (however described) under any other Loan Document and the documentation relating to that Financial Indebtedness under Swap Contracts) having an aggregate principal (unless being contested in good faith where the member of the Group concerned has access to sufficient liquidity to cover the amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $150,000,000 and the effect of which failure to make such payment is to cause such Recourse Debt to be demanded or to become due (or if such payment is not made on the maturity date of such Recourse Debt, to be due) or to be repurchased, prepaid, defeased or redeemed (automatically or otherwiseclaimed), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demanded; or (bii) Any Company fails Financial Indebtedness of a member of the Group (other than Financial Indebtedness of an Excluded Subsidiary or Financial Indebtedness owed to observe or perform any other agreement or condition relating to or in respect another member of the Group) is not paid within five Business Days of the due date or, if later, at the expiry of any Recourse Debt or contained in any instrument or agreement evidencing, securing or relating to the same, or any other event (excluding voluntary actions by any applicable Company) occurs, the effect of which default or other event is to cause Recourse Debt having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $150,000,000, to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demandedgrace period; or (ciii) There commitment for any Financial Indebtedness of a member of the Group (other than Financial Indebtedness of an Excluded Subsidiary or Financial Indebtedness owed to another member of the Group) is cancelled or suspended as a result of an event of default (howsoever described) under the documentation relating to that Financial Indebtedness (unless the member of the Group concerned has access to sufficient liquidity for its business notwithstanding that cancellation or suspension), provided that no Event of Default will occur under: (A) paragraphs (i), (ii) or (iii) above to the extent that they relate to Financial Indebtedness or a commitment for Financial Indebtedness of any member of the Target Group which is accelerated, cancelled, suspended or not paid (x) as a result of the change of control of the Target caused by the Acquisition, or any action taken by a creditor pursuant to a right arising, or becoming exercisable, as a result of such change of control or (y) at any time prior to the end of the period of 180 days after the Closing Date, as a result of any event or circumstance arising on or prior to the Closing Date or (provided that such event or circumstance (other than, for the avoidance of doubt, the Acquisition itself) was not procured or approved by a member of the BHP Billiton Group) within that period of 180 days, where such event or circumstance occurs under or exists solely with respect to members of the Target Group (or their assets or liabilities), provided that (I) the creditor(s) of such Financial Indebtedness or providers of such commitment do not have the benefit of any Swap Contract that constitutes Recourse Debt an Early Termination Date guarantee, security, indemnity or other assurance against loss from any member of the BHP Billiton Group and (as defined II) such acceleration, cancellation, suspension or non-payment does not result in the acceleration of Financial Indebtedness of one or more member(s) of the BHP Billiton Group which is, in aggregate, in excess of US$100,000,000 (or its equivalent in other currencies); and/or (B) paragraphs (i), (ii) or (iii) above unless at any particular point in time the amount of such Swap Contract) resulting from Financial Indebtedness and commitment for Financial Indebtedness specified in any of paragraphs (i) any event to (iii) above is in aggregate in excess of default US$100,000,000 (or its equivalent in other currencies). (b) If an Event of Default has occurred under such Swap Contract as to which any Company is the Defaulting Party paragraphs (as defined in such Swap Contracta)(i), (ii) or (iii) above, the Obligors’ Agent shall, upon request by the Facility Agent, provide the Facility Agent with details of all events falling within paragraphs (i), (ii) any Termination Event and (as so definediii) under such Swap Contract as to which any Company is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Company as a result thereof is greater than $150,000,000 and such amount is not paid when dueabove.

Cross-Acceleration. (ai) Any The Company or any Material Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Recourse Debt Indebtedness or Contingent Obligation (other than Indebtedness hereunder or under any other Loan Document and Indebtedness under in respect of Swap Contracts), (1) 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 $150,000,000 and 10,000,000 or (2) arising under the effect of which failure to make such payment is to cause such Recourse Debt to be demanded or to become Revolving Credit Agreement in either case when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if such payment is not made any, specified in the relevant document on the maturity date of such Recourse Debtfailure, or (B) fails to be dueperform or observe any other condition or covenant, or any other event shall occur or condition exist, under (1) any agreement or instrument relating to any such Indebtedness or Contingent Obligation or (2) the Revolving Credit Agreement, and, in either case, such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure, and as a result of such failure, event or condition under the preceding clauses (A) or (B) such Indebtedness has been declared or become due or has been required to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt Indebtedness to be required to be made, prior to its stated maturity, or such Recourse Debt Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or or (bii) Any Company fails to observe or perform any other agreement or condition relating to or in respect of any Recourse Debt or contained in any instrument or agreement evidencing, securing or relating to the same, or any other event (excluding voluntary actions by any applicable Company) occurs, the effect of which default or other event is to cause Recourse Debt having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $150,000,000, to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demanded; or (c) There there occurs under any Swap Contract that constitutes Recourse Debt an Early Termination Date (as defined in such Swap Contract) resulting from (i1) any event of default under such Swap Contract as to which the Company or any Company Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (ii2) any Termination Event (as so defined) under defined in such Swap Contract Contract) as to which the Company or any Company Subsidiary is an Affected Party (as so defined) defined in such Swap Contract), and, in either event, the Swap Termination Value owed by the Company or such Company Subsidiary as a result thereof is greater than $150,000,000 and such amount is not paid when due.10,000,000; or

Cross-Acceleration. (ai) Any Company The Borrower or any Subsidiary fails to make observe or perform any payment when due agreement or condition relating to any Indebtedness or Guarantee (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) of any Recourse Debt (other than excluding Indebtedness hereunder or under any other Loan Document and Indebtedness under Swap Contracts) 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 $150,000,000 and the effect of which failure to make such payment is to cause such Recourse Debt to be demanded or to become due (or if such payment is not made on the maturity date of such Recourse Debt, to be due) or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demanded; or (b) Any Company fails to observe or perform any other agreement or condition relating to or in respect of any Recourse Debt or contained in any instrument or agreement evidencing, securing or relating to the sameThreshold Amount, or any other event (excluding voluntary actions by occurs, in each case after any applicable Company) occursgrace, cure or notice period, the effect of which default or other event is to cause Recourse Debt having an aggregate principal amount cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (including amounts owing or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to all creditors under any combined or syndicated credit arrangement) cause, with the giving of more than $150,000,000notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt Indebtedness to be made, prior to its stated maturity, or such Recourse Debt Guarantee to become payable or cash collateral in respect thereof to be demanded (provided that no Event of Default shall occur under this clause (i) prior to such time that such Indebtedness or such Guarantee is so demanded or becomes due or is required to be repurchased, prepaid, defeased or redeemed, or an offer to repurchase, prepay, defease or redeem such Indebtedness is required to be made, or such Guarantee becomes payable or such cash collateral is demanded); or or (cii) There there occurs under any Swap Contract that constitutes Recourse Debt an “Early Termination Date Date” (as defined defined, or as such comparable term may be used and defined, in such Swap Contract) resulting from (iA) any event of default under such Swap Contract as to which the Borrower or any Company Subsidiary is the “Defaulting Party Party” (as defined defined, or as such comparable term may be used and defined, in such Swap Contract) or (iiB) any Termination Event (as so defined) under such Swap Contract as to which any Company is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Company as a result thereof is greater than $150,000,000 and such amount is not paid when due.any

Cross-Acceleration. (ai) Any The Company or any Subsidiary (other than a Non-Recourse Subsidiary): (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise) in respect of any Recourse Debt (other than Specified Indebtedness hereunder or under any other Loan Document and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $150,000,000 and the effect of which failure to make such payment is to cause such Recourse Debt to be demanded or to become due (or if such payment is not made on the maturity date of such Recourse Debt, to be due) or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demanded; or (bB) Any Company fails to observe or perform any other agreement or condition relating to or in respect of any Recourse Debt such Specified Indebtedness or contained in any instrument or agreement evidencing, securing or relating to the samethereto, or any other event (excluding voluntary actions by any applicable Company) occurs, the effect of which default or other event is to cause Recourse Debt having an aggregate principal amount cause, (including amounts owing to all creditors under any combined or syndicated credit arrangementi) of more than $150,000,000, such Specified Indebtedness which does not constitute a Guarantee to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or (ii) such Recourse Debt Specified Indebtedness which constitutes a Guarantee to become payable or cash collateral in respect thereof to be demanded, and in any such case, such failure shall continue after the end of any applicable grace period for such payment; or (cii) There occurs under any particular Swap Contract that constitutes Recourse Debt an Early Termination Date (as defined in such Swap Contract) resulting from from: (iA) any event of default under such Swap Contract as to which the Company or any Company Subsidiary (other than a Non-Recourse Subsidiary) is the Defaulting Party (as defined in such Swap Contract) or or (iiB) any Termination Event (as so defined) defined under such Swap Contract Contract) as to which the Company or any Company Subsidiary (other than a Non-Recourse Subsidiary) is an Affected Party (as so defineddefined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Company or such Company Subsidiary as a result thereof is greater than $150,000,000 120,000,000, and in any such amount is not paid when due.case such failure shall continue after the end of any applicable grace period for such payment; or

Cross-Acceleration. (ai) Any Company Loan Party or any Restricted Subsidiary fails to observe or perform any agreement (including failure to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand demand, or otherwise)) of or condition relating to any Recourse Debt Indebtedness or Guarantee (other than Indebtedness hereunder or under any other Loan Document and Indebtedness under Swap Contracts) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $150,000,000 and the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which failure to make such payment default or other event is to cause cause, with the giving of notice if required, such Recourse Debt to be demanded or Indebtedness to become immediately due (or if such payment is not made on the maturity date of such Recourse Debtand payable, to be due) or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt Indebtedness to be made, prior to its stated maturity, or such Recourse Debt Guarantee to become payable or cash collateral in respect thereof to be demanded; or or (bii) Any Company fails to observe or perform any other agreement or condition relating to or in respect of any Recourse Debt or contained in any instrument or agreement evidencing, securing or relating to the same, or any other event (excluding voluntary actions by any applicable Company) occurs, the effect of which default or other event is to cause Recourse Debt having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $150,000,000, to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demanded; or (c) There there occurs under any Swap Contract that constitutes Recourse Debt an Early Termination Date (as defined in such Swap Contract) resulting from (iA) any event of default under such Swap Contract as to which the Borrower or any Company Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (iiB) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Company Restricted Subsidiary is an Affected Party (as so defineddefined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Party or such Company Restricted Subsidiary as a result thereof is greater than $150,000,000 and such amount is not paid when due.the Threshold Amount; or

Cross-Acceleration. (ai) Any Company fails Failure by any Loan Party to make any payment pay when due any principal of or interest on or any other amount payable in respect of one or more items of First Lien Debt for borrowed money of such Loan Party (whether other than intercompany Indebtedness) with an individual outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period, if any, provided therefor; or (ii) breach or default by scheduled maturityany Loan Party with respect to any other term of (A) one or more items of First Lien Debt for borrowed money of such Loan Party (other than intercompany Indebtedness) with an individual outstanding principal amount exceeding the Threshold Amount or (B) any loan agreement, required prepaymentmortgage, acceleration, demand indenture or otherwiseother agreement relating to such item(s) of any Recourse First Lien Debt (other than than, for the avoidance of doubt, with respect to Indebtedness hereunder consisting of Hedging Obligations, termination events or under equivalent events pursuant to the terms of the relevant Hedge Agreement which are not the result of any other default thereunder by any Loan Document Party or any Restricted Subsidiary), in each case beyond the grace period, if any, provided therefor; and Indebtedness under Swap Contracts(I) having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) the holders of more than $150,000,000 and the effect of which failure to make such payment is to cause such Recourse applicable First Lien Debt to be demanded or have caused the same to become due (or if such payment is not made on and payable prior to the scheduled maturity date of thereof as a result thereof or (II) such Recourse Debtdefault, to be due) or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demanded; or (b) Any Company fails to observe or perform any other agreement event or condition relating results from the failure to or in respect of any Recourse Debt or contained in any instrument or agreement evidencing, securing or relating to pay at maturity the same, or any other event (excluding voluntary actions by any applicable Company) occurs, the effect of which default or other event is to cause Recourse Debt having an aggregate principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $150,000,000, to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Recourse Debt to be made, prior to its stated maturity, or such Recourse Debt to become payable or cash collateral in respect thereof to be demanded; or (c) There occurs under any Swap Contract that constitutes Recourse Debt an Early Termination Date Loans (as defined in such Swap Contract) resulting from (i) any event of default under such Swap Contract as to which any Company is the Defaulting Party (as defined First Lien Credit Agreement or the equivalent term in such Swap Contract) or the relevant documentation governing the applicable First Lien Obligation); provided that clause (ii) any Termination Event of this paragraph (as so definedb) under such Swap Contract as shall not apply to which any Company is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Company First Lien Debt that becomes due as a result thereof of the voluntary sale or transfer of the property securing such First Lien Debt if such sale or transfer is greater than $150,000,000 and such amount is not paid when due.permitted hereunder; or