Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors may make any payment in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if: (i) a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or (ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing. (b) Payments on the Notes may and shall be resumed at the first to occur of the following: (i) in the case of a payment default, upon the date on which such default is cured or waived; and (ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated. (c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period. (d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 7 contracts
Samples: Indenture (Belden Inc.), Indenture (Belden Inc.), Indenture (Belden Inc.)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (A) Permitted Junior Securities or and (B) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under Section 10.11 hereof or the Credit Agreement, the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived.
(b) The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(i) in the case of a payment default, the date upon which the default is cured or waived, or
(ii) in the case of a default referred to in clause (ii) of Section 10.03(a) hereof, the earlier of the date on which such non-payment default is cured or waived for or 179 days after the Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition. In the event that the Designated Senior Debt is accelerated because of a period default other than a payment default thereunder in accordance with the terms of such Designated Senior Debt, and such acceleration has not less than 90 daysbeen rescinded, then the failure to make the payment required arising from such acceleration shall constitute a payment default.
Appears in 5 contracts
Samples: Indenture (Wci Communities Inc), Indenture (Wci Communities Inc), Indenture (Wci Communities Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of the Notes (except in respect of Permitted Junior Securities or and may not acquire from the trusts described under Article 8 Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and Article 11 (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any a default, other than a default specified in Section 10.04(a)(1), on Designated Senior Debt occurs and is continuing on any series of with respect to Designated Senior Debt that then permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.12 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (II) all scheduled payments of principal and premium, if any, and interest on the number Securities that have come due (other than by reason of defaults with respect to Designated Senior Debt during such period.
acceleration) have been paid in full in cash. No default described in this paragraph (d2) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless Notice.
(b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them:
(i) in the case of a default described in Section 10.04(a)(1), upon the date on which the default is cured or waived, and
(ii) in the case of a default referred to in Section 10.04(a)(2) hereof, the earlier of the date on which such default has been is cured or waived for a period or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of not less than 90 daysany Designated Senior Debt has been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 4 contracts
Samples: Subordinated Indenture (Pennsylvania Real Estate Investment Trust), Subordinated Indenture (Pennsylvania Real Estate Investment Trust), Subordinated Indenture (Kulicke & Soffa Industries Inc)
Default on Designated Senior Debt. Anything in this Indenture to the contrary notwithstanding, no payment on account of principal of or interest or premium, if any, on or other amounts due on the Convertible Notes (including without limitation the making of a deposit pursuant to Section 4.06), and no redemption, repurchase or other acquisition of the Convertible Notes, shall be made by or on behalf of the Company unless:
(a) Neither full payment of all amounts then due for principal of and interest on, and of all other amounts then due on, all Designated Senior Debt has been made or duly provided for pursuant to the Company nor any terms of the Guarantors may make instruments governing such Designated Senior Debt; and
(b) at the time for, and immediately after giving effect to, any payment such payment, redemption, repurchase or other acquisition, there shall not exist under any Designated Senior Debt, or any agreement pursuant to which any Designated Senior Debt is issued, any default which shall not have been cured or waived and which default shall have resulted in respect the full amount of such Designated Senior Debt being declared due and payable. In addition, if the Notes (except in respect of Permitted Junior Securities or Trustee shall receive written notice from the trusts described under Article 8 and Article 11 hereof) if:
(i) a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series holders of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default or their Representative (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising that there has occurred and is continuing under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other such Designated Senior Debt, or any agreement pursuant to which such Designated Senior Debt is issued, any non-payment default, which default shall not have been cured or waived, giving the Representative holders of such Designated Senior Debt the right to declare such Designated Senior Debt immediately due and payable, then, anything in this Indenture to the contrary notwithstanding, no payment on account of the principal of or interest or premium, if any, on or any other amounts due on the Convertible Notes (including without limitation the making of a deposit pursuant to Section 4.06), and no redemption, repurchase or other acquisition of the Convertible Notes, shall be made by or on behalf of the Company during the period (the “Payment Blockage Period”) commencing on the date of receipt of the Payment Blockage Notice and ending on the earliest of (i) the date on which such default shall have been cured or waived, (ii) 179 days from the receipt of the Payment Blockage Notice and (iii) the date the Payment Blockage Notice is withdrawn by the holders of such Designated Senior Debt. Notwithstanding the foregoingprovisions described in the immediately preceding sentence (but subject to the provisions contained in Section 11.02 and the first sentence of this Section 11.03), unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior Debt, the Company may make payment resume payments on the Convertible Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable end of such Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Period. Not more than one Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice given in any consecutive 365-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 4 contracts
Samples: Indenture (LTX-Credence Corp), Indenture (LTX-Credence Corp), Indenture (LTX-Credence Corp)
Default on Designated Senior Debt. No payment or distribution shall be made to the Trustee or any Securityholder in respect of obligations with respect to the Securities and the Company and its Subsidiaries shall not, directly or indirectly, acquire from the Trustee or any Securityholder any Securities for cash or property (other than securities that are subordinated at least to the same extent as the Securities to (a) Neither the Company nor Senior Debt and (b) any of the Guarantors may make any payment securities issued in exchange for Senior Debt) until all principal, interest and other Obligations in respect of the Notes (except Senior Debt have been paid in respect of Permitted Junior Securities full in cash or from the trusts described under Article 8 and Article 11 hereof) Cash Equivalents if:
(i) a default in the payment default on of any principal, interest or other Obligations in respect of any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) a default, other than a payment default, on any other default Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section X. 12 hereof. Not more than one effective Payment Blockage Notice shall be given within a period of 360 consecutive days and there shall be a period of at least 181 consecutive days in each 360 consecutive day period when no Payment Blockage Period (aas defined below) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debtis in effect. Notwithstanding the foregoing, the The Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur resume payments on and distributions in respect of the followingSecurities and may acquire them upon the earlier of:
(i1) the date upon which the default is cured or waived, or
(2) in the case of a payment defaultdefault referred to in Section X.04(ii) hereof, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days pass after the date on which the applicable notice was given or deemed to have been given (“Payment Blockage Notice is received, or (CPeriod”) if the date the Trustee receives notice from the Representative for maturity of such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has not been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 3 contracts
Samples: Credit Agreement (Ferrellgas Partners Finance Corp), Credit Agreement (Ferrellgas Finance Corp), Credit Agreement (Ferrellgas Partners Finance Corp)
Default on Designated Senior Debt. (a) Neither The Issuers and the Company nor any of the Subsidiary Guarantors may not make any payment or distribution in respect of Obligations with respect to the Notes (except in respect of whether by redemption, purchase, defeasance or otherwise) and may not acquire any Notes for cash or property (other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under any defeasance trust created pursuant to Article 8 hereof, provided that the funding of such trust was permitted) until all principal and Article 11 hereof) other Obligations with respect to the Senior Debt have been paid in full in cash if:
(ia) a default in the payment of any principal, premium, if any, or interest (and other Obligations in the case of the Credit Facilities) on Designated Senior Debt occurs and is continuing; or
(b) any other default on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.11 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 120 days. The Issuers may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(a) in the case of a default referred to in clause (a) of the immediately preceding paragraph, the date upon which the default is cured or waived, or
(b) in the case of a default referred to in clause (b) of the immediately preceding paragraph, the earlier of the date on which such non-payment default is cured or waived and 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee unless the maturity of such Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 3 contracts
Samples: Indenture (El Paso Energy Partners Deepwater LLC), Indenture (First Reserve Gas LLC), Indenture (El Paso Energy Partners Lp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of the Notes (except in respect of Permitted Junior Securities or and may not acquire from the trusts described under Article 8 Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and Article 11 (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any a default, other than a default specified in Section 10.04(a)(1), on Designated Senior Debt occurs and is continuing on any series of with respect to Designated Senior Debt that then permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such the default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.12 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (II) all scheduled payments of principal and premium, if any, and interest on the number Securities that have come due (other than by reason of defaults with respect to Designated Senior Debt during such period.
acceleration) have been paid in full in cash. No default described in this paragraph (d2) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless Notice.
(b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them:
(i) in the case of a default described in Section 10.04(a)(1), upon the date on which the default is cured or waived, and
(ii) in the case of a default referred to in Section 10.04(a)(2) hereof, the earlier of the date on which such default has been is cured or waived for a period or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of not less than 90 daysany Designated Senior Debt has been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 3 contracts
Samples: Subordinated Indenture (Harleysville Group Inc), Senior Subordinated Indenture (Harleysville Group Inc), Subordinated Indenture (Harleysville Group Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment in or distribution of any kind or character to the Trustee or any Holder with respect of to any Obligations on, or relating to, the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (x) Permitted Junior Securities or and (y) payments and other distributions made from the trusts described under any defeasance trust created pursuant to Article 8 hereof, so long as the trust was created in accordance with all relevant conditions specified in Article 8 hereof) until all principal and Article 11 hereofother Obligations with respect to the Senior Debt have been paid in full in cash or Cash Equivalents (other than Cash Equivalents of the type referred to in clauses (iii) and (iv) of the definition thereof) if:
(i) a default in the payment default on when due, whether at maturity, upon redemption, declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or any other Obligations with respect to any Designated Senior Debt of the Company occurs and is continuing beyond any applicable grace periodcontinuing; or
(ii) any a default, other than a default referred to in clause (i) of this Section 10.04, on Designated Senior Debt of the Company occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of such Designated Senior Debt to accelerate its maturity and the Trustee receives a written notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, holders or (b) with respect to any other Designated Senior Debt, the a Representative of such Designated Senior Debt. Notwithstanding If the foregoingTrustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 10.04 unless and until at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived for a period of not less than 90 consecutive days. The Company may make payment and shall resume payments on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt distributions with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on any Obligations on, or with respect to, the Notes and may and shall be resumed at acquire them upon the first to occur of the followingearlier of:
(i) in the case of a payment defaultdefault referred to in clause (i) of the immediately preceding paragraph, upon the date on upon which such the default is cured or waived; and, or
(ii) in the case of a nonpayment defaultdefault referred to in clause (ii) of the immediately preceding paragraph, upon the earlier of (A) the date on which such all nonpayment default is defaults are cured or waived, or (B) 179 days after the date on which of delivery of the applicable Payment Blockage Notice is received, or (C) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any such Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 3 contracts
Samples: Indenture (Southridge Plaza Holdings Inc), Indenture (Pca Valdosta Corp), Exchange Indenture (Pca Valdosta Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (A) Permitted Junior Securities or and (B) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on any of Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod of grace; or
(ii) any a default, other default occurs and is continuing than a payment default, on any series of Designated Senior Debt occurs and is continuing that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on or the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding or their representative. If the Trustee receives any such Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (A) at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal of, interest and premium and Special Interest, if any, on, the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 180 days.
(b) The Company shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(i) in the case of a default referred to in clause (i) of Section 10.03(a) hereof, the date upon which the default is cured or waived, or
(ii) in the case of a default referred to in clause (ii) of Section 10.03(a) hereof, upon the earlier of the date on which such non-payment default is cured or waived or 179 days pass after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 3 contracts
Samples: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.12 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) the date upon which the default has been is cured or waived for waived, or
(2) in the case of a period default referred to in Section 10.04(ii) hereof, 179 days after notice is received if the maturity of such Designated Senior Debt has not less than 90 daysbeen accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 3 contracts
Samples: Indenture (SFX Entertainment Inc), Indenture (SFX Entertainment Inc), Indenture (SFX Broadcasting Inc)
Default on Designated Senior Debt. The Company may not make any direct or indirect payment to the Trustee or any Holder of principal of (a) Neither premium, if any), or interest on, the Company nor any Notes, whether pursuant to the terms of the Guarantors may make any Notes, upon acceleration or otherwise, if at the time of such payment in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
there exists (i) a default in the payment default on of all or any portion of principal of (premium, if any), interest on, fees or other amounts owing in connection with any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
Debt, or (ii) any other default occurs under any document or instrument governing or evidencing any Designated Senior Debt, and is continuing on any series the Trustee has received written notice of such default from the Representative of the holders of Designated Senior Debt, and, in either case, such default shall not have been cured or waived in writing; provided, however, that if within the period specified in the next sentence with respect to a default referred to in clause (ii) above, the holders of Designated Senior Debt that permits holders of that series of have not declared the Designated Senior Debt to accelerate its maturity be immediately due and the Trustee receives a notice of such default payable (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for have declared such Designated Senior Debt rescinding to be immediately due and payable and within such period have rescinded such acceleration), then and in that event, payment of principal of, and interest on, the Payment Blockage NoticeNotes shall be resumed. With respect to any default under clause (ii) above, unless the maturity period referred to in the preceding sentence shall commence upon receipt by the Trustee of any a written notice or notices (which shall specify all defaults existing under the Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery such notice and of which the Representative giving such notice had actual knowledge at such time) of the commencement of such period from such Representative, and shall end at the completion of the 179th day after the beginning of such period. Only one such 179 day period may commence within any 360 consecutive days. Upon termination of any Payment Blockage Notice such period, the Company shall resume payments on account of the principal of (premium, if any), and interest on, the Notes, subject to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period provisions of not less than 90 daysthis Article XIII.
Appears in 3 contracts
Samples: Indenture (Arch Wireless Inc), Indenture (Arch Wireless Inc), Indenture (Arch Wireless Communications Inc)
Default on Designated Senior Debt. The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (i) securities that are subordinated to at least the same extent as the Notes to (a) Neither the Company nor Senior Debt and (b) any of the Guarantors may make securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any payment in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing; or
(ii) a default, other than a payment default, on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) the Company or a Representative with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been waived or cured or waived for a period of not less than 90 days. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) the date upon which the default is cured or waived, or
(2) in the case of a default referred to in Section 10.03(ii) hereof, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 3 contracts
Samples: Indenture (L 3 Communications Holdings Inc), Indenture (Southern California Microwave Inc), Indenture (L-3 Communications SPD Technologies Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all Senior Debt has been paid in full if:
(i) a default in the payment default on of any principal or other Obligations. with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that permits would permit holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) a Representative with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) the date upon which the default has been is cured or waived for in writing by the Representative with respect to the Designated Senior Debt, or
(2) in the case of a period default referred to in Section 10.03(ii) hereof, the passage of 179 days after the Payment Blockage Notice is received if the maturity of such Designated Senior Debt has not less than 90 daysbeen accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Amcraft Building Products Co Inc), Indenture (Amcraft Building Products Co Inc)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors The Issuers may not make any payment or distribution to the Trustee or any Holder upon or in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash, securities or other property (except in respect of other than Permitted Junior Securities or from Securities), until all principal and other Obligations with respect to the trusts described under Article 8 and Article 11 hereof) Senior Debt have been paid in full, if:
(ia) a default in the payment, including payments due by reason of an acceleration, whether such acceleration resulted from a payment default on or nonpayment default, of any Obligation in respect of Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod of grace; or
(iib) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that then permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunderholders, or (b) with respect to any other Designated Senior Debt, from the Representative of the holders, of any such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and If the Trustee receive written receives any such notice, a subsequent notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) received within 360 days thereafter shall not be effective for purposes of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) 12.04. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days; provided, however, that if a default arising from noncompliance with a financial covenant contained in Designated Senior Debt exists and continues in excess of 90 days, each 90-day period during which the default exists and continues shall be deemed to be a separate default. The Issuers may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(i) the date on which the default is cured or waived, or
(ii) in the case of a default referred to in clause (b) of this Section 12.04, 179 days pass after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated, if this Article 12 otherwise permits such payment, distribution or acquisition at the time of such payment, distribution or acquisition.
Appears in 2 contracts
Samples: Indenture (Consoltex Usa Inc), Indenture (Consoltex Inc/ Ca)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.11 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) the date upon which the default has been is cured or waived for waived, or
(2) in the case of a period default referred to in Section 10.03(ii) hereof, 179 days after such Payment Blockage Notice is received if the maturity of such Designated Senior Debt has not less than 90 daysbeen accelerated, and if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Prime Medical Services Inc /Tx/), Indenture (Sun Medical Technologies Inc /Ca/)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors may No Subsidiary Guarantor shall make any payment upon or in respect of the Notes Subsidiary Guarantees (except in respect of Permitted Junior Securities or from the trusts trust described under Article 8 and Article 11 hereof) if:
if (i) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace period; or
or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under such Subsidiary Guarantor or the Credit Agreement, the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes Subsidiary Guarantees may and shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated.
(c) . No new Payment Blockage Notice period of payment blockage may be delivered commenced unless and until (i) 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 consecutive days.
Appears in 2 contracts
Samples: Indenture (MST Enterprises Inc), Indenture (National Equipment Services Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor may not make, directly or indirectly through any of the Guarantors may make Subsidiary or other Person, any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes (except in respect of Permitted Junior Securities or and may not acquire from the trusts described under Article 8 Trustee or any Holder any Notes for cash or property until all principal and Article 11 hereof) other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a default in the payment default of principal, premium, if any, interest or any other Obligation due on any Designated Senior Debt (a “Payment Default”) occurs and is continuing beyond (including, without limitation, a payment that has become due as a result of the acceleration of any applicable grace periodDesignated Senior Debt); or
(ii2) any other default (a “Nonpayment Default”) occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, Company or (b) with respect to any other Designated Senior Debt, the a Representative of such holders. The Trustee shall promptly deliver a copy of any Payment Blockage Notice received by it to the Company and the Company shall promptly deliver such copy to all holders of Designated Senior Debt. Notwithstanding If the foregoing, holders of a majority in principal amount of all Designated Senior Debt outstanding at the time such Payment Blockage Notice is delivered to the Company may make payment on the Notes if shall, within 10 days of their receipt thereof, deliver to the Company and the Trustee receive written a notice approving rescinding such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new such Payment Blockage Notice may shall be deemed not to have been delivered for all purposes of this Indenture. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice will be effective for purposes of this Section [10.03] unless and until at least 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default Nonpayment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
(b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a Payment Default, upon the date upon which such default is cured or waived, and
(2) in the case of a Nonpayment Default, upon the earlier of the date on which such Nonpayment Default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated (in which event the foregoing subclause (1) shall apply), if this Article [10] otherwise permits such payment, distribution or acquisition at the time of such payment, distribution or acquisition.
Appears in 2 contracts
Samples: Note Purchase Agreement (Teleflex Inc), Note Purchase Agreement (Teleflex Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution in respect of the Notes Securities of such series (except in respect of other than (A) Permitted Junior Securities or and (B) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt (a "payment default"); or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 11.12 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section 11.03 unless and until (A) at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium, if any, and interest, if any, on the number of defaults with respect to Designated Senior Debt during such period.
(d) Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
(b) The Company may and shall resume payments on and distributions in respect of the Securities of such series upon the earlier of:
(i) the date upon which the default is cured or waived or such Designated Senior Debt is discharged or paid in full, or
(ii) in the case of a default referred to in clause (ii) Section 11.04(a) hereof 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated.
Appears in 2 contracts
Samples: Indenture (Ail Technologies Inc), Indenture (NCS of Illinois Inc)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors No Subsidiary Guarantor may make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt of such Subsidiary Guarantor have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 12.11 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such Notice. Each Subsidiary Guarantor may and shall resume payments on and distributions in respect of the Subsidiary Guarantees and may acquire them upon the earlier of:
(1) the date upon which the default has been is cured or waived for waived, or
(2) in the case of a period default referred to in Section 12.03(ii) hereof, 179 days after such Payment Blockage Notice is received if the maturity of such Designated Senior Debt has not less than 90 daysbeen accelerated, and if this Article 12 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Sun Medical Technologies Inc /Ca/), Indenture (Prime Medical Services Inc /Tx/)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may shall not make any payment upon or in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts trust described under Article 8 and Article 11 hereof) if:
if (i) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable period of grace period; or
or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) . No new Payment Blockage Notice period of payment blockage may be delivered commenced unless and until (i) 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 consecutive days.
Appears in 2 contracts
Samples: Indenture (National Equipment Services Inc), Indenture (MST Enterprises Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Indebtedness have been paid in full if:
(i) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt Indebtedness occurs and is continuing beyond any applicable grace periodperiod of grace; or
(ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt Indebtedness that permits holders of that series of the Designated Senior Debt Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on or the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Indebtedness. Payments on the Notes may and shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt Indebtedness has been accelerated.
(c) . No new Payment Blockage Notice period of payment blockage may be delivered commenced unless and until (i) 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
Appears in 2 contracts
Samples: Indenture (Tennessee Woolen Mills Inc), Indenture (Pillowtex Corp)
Default on Designated Senior Debt. (a) Neither the Company nor any of the The Guarantors may also shall not make any payment upon or in respect of the Notes (except in respect of Permitted Junior Securities securities or from the trusts trust described under Article 8 Sections 8.02 and Article 11 hereof8.03) if:
if (i) a default in the payment default of the principal of premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity maturity, and in the case of this clause (ii) only, and the Trustee receives a notice of such default invoking the provisions described in this paragraph (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) or any agent or trustee therefor. Payments on the Notes may and shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or unless a payment default has occurred and is continuing (C) as a result of the date non-payment of a scheduled principal repayment upon Designated Senior Debt, non-payment of principal upon the Trustee receives notice from the Representative for such stated maturity of any Designated Senior Debt rescinding or the Payment Blockage Notice, unless acceleration of the maturity of any Designated Senior Debt has been accelerated.
(c) Debt). No new Payment Blockage Notice period of payment blockage (other than for a payment default) may be delivered commenced unless and until 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days. Whenever a Guarantor is prohibited from making any payment in respect of the Notes, the Guarantor also shall be prohibited from making, directly or indirectly, any payment of any kind on account of the purchase or other acquisition of the Notes. If any Holder receives any payment or distribution that such Holder is not entitled to receive with respect to the Notes, such Holder shall be required to pay the same over to the holders of Senior Debt.
Appears in 2 contracts
Samples: Indenture (Diamond Brands Inc), Indenture (Diamond Brands Operating Corp)
Default on Designated Senior Debt. The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (i) securities that are subordinated to at least the same extent as the Notes to (a) Neither the Company nor Senior Debt and (b) any of the Guarantors may make securities issued in exchange for Senior Debt and (ii) payments and other distributions made from any payment in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing; or
(ii) a default, other than a payment default, on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series that then permits holders of the Designated Senior Debt that permits holders of that series of Designated Senior Debt as to which such default relates to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) the Company or a Representative with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium and Additional Amounts, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been waived or cured or waived for a period of not less than 90 days. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(i) the date upon which the default is cured or waived, or
(ii) in the case of a default referred to in Section 11.03(ii) hereof, 179 days pass after the date on which the applicable Payment Blockage Notice is received if the maturity of such Designated Senior Debt has not been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Microdyne Corp), Indenture (Eer Systems Inc)
Default on Designated Senior Debt. (a) Neither In the Company nor event of and during the continuation of any default in the payment of the Guarantors may make principal of, interest or premium, if any, on any payment Senior Debt, or any Obligation owing from time to time under or in respect of Senior Debt, or in the Notes event that any event of default (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) other than a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (adefault) with respect to Designated any Senior Debt arising under shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the Credit Agreement, the administrative agent thereunderdate on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any other Designated Senior Debt, Debt shall have occurred and be continuing permitting the Representative holders of such Designated Senior Debt. Notwithstanding Debt (or their Representative or Representatives) to declare such Designated Senior Debt due and payable prior to the foregoingdate on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of any Subsidiary Guarantor on account of the Company may make Notes (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the Notes if date the Company and Subsidiary Guarantors or the Trustee receive written notice approving (a "Payment Notice") of such event of default (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such a payment default or nonpayment event of default) from the Representatives Credit Agent (or other holders of any Designated Senior Debt with respect or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which such Designated Senior Debt to which either of the events set forth such default relates is paid in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which full or such default is cured or waived; and
waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (ii) in the case of a nonpayment default, upon the earlier of (AC) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives written notice from the Representative for such Credit Agent (or other holders of Designated Senior Debt rescinding or their Representative or Representatives), as the case may be, terminating the Payment Blockage NoticePeriod. During any consecutive 360-day period, unless the maturity aggregate of any Designated Senior Debt has been accelerated.
(c) No new all Payment Blockage Notice may Periods shall not exceed 179 days and there shall be delivered unless and until 360 a period of at least 181 consecutive days have elapsed since the delivery of the immediately prior in each consecutive 360-day period when no Payment Blockage Notice irrespective Period is in effect. No event of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that which existed or was continuing with respect to the Senior Debt to which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee will be, Period commenced shall be or will be made, made the basis for a the commencement of any subsequent Payment Blockage Notice Period unless such event of default has been is cured or waived for a period of not less than 90 consecutive days.
Appears in 2 contracts
Samples: Indenture (Foamex Capital Corp), Indenture (Foamex International Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Senior Subordinated Note Trustee or any Holder in respect of Obligations upon or in respect of the Senior Subordinated Notes and may not acquire from the Senior Subordinated Note Trustee or any Holder any Senior Subordinated Notes for cash or property (except other than (i) in respect of Permitted Junior Securities or and (ii) from the trusts described under Article 8 payments and Article 11 other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash or Cash Equivalents if:
(ia) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodcontinuing; or
(iib) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Senior Subordinated Note Trustee receives a notice of such the default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from (a) with respect a Person who may give it pursuant to Designated Section 10.11 hereof. If the Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Subordinated Note Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest and Liquidated Damages, if any, on the number of defaults with respect to Designated Senior Debt during such period.
(d) Subordinated Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Senior Subordinated Note Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 180 days. The Company may and shall resume payments on and distributions in respect of the Senior Subordinated Notes and may acquire them upon the earlier of:
(i) the date upon which the default is cured or waived, or
(ii) in the case of a default referred to in Section 10.03(b) hereof, 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Amended and Restated Senior Subordinated Note Indenture (Ball Corp), Senior Subordinated Note Indenture (Ball Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of and the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes or the Subsidiary Guarantees and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such the holders of any Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (A) at least 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium and Special Interest, if any, and interest on the number Notes that have come due (other than any payment in respect of defaults with respect to Designated Senior Debt during such period.
(dwhich the Payment Blockage Notice is given) have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless such Notice.
(b) The Company and the Guarantors may and shall resume payments on and distributions in respect of the Notes and Subsidiary Guarantees:
(1) in the case of a payment default, upon the date upon which that default has been is cured or waived, and
(2) in the case of a nonpayment default, upon the earlier of the date on which that nonpayment default is cured or waived for a period or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of not less than 90 daysany Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Johnson Polymer Inc), Indenture (Johnson Polymer Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from either of the trusts described under in Article 8 and or Article 11 12 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company of the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may will be delivered effective for purposes of this Section 10.03 unless and until (A) at least 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, interest and premium and Liquidated Damages, if any, on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless Notice.
(b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, upon the date on which such default is cured or waived, and
(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived, such payment blockage is waived or withdrawn in writing by the Person who gave the notice, or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been cured accelerated, if this Article 10 otherwise permits the payment, distribution or waived for a period acquisition at the time of not less than 90 dayssuch payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Innophos, Inc.), Indenture (Innophos Investment Holdings, Inc.)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives and the Company receive a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date their Representatives). If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may will be delivered effective for purposes of this Section unless and until (A) at least 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium and Liquidated Damages, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless Notice.
(b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, upon the date upon which such default has been is cured or waived, or
(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived for a period or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of not less than 90 daysany Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: First Supplemental Indenture (Jarden Corp), Indenture (Alltrista Corp)
Default on Designated Senior Debt. (a) Neither In the Company nor event of and during the continuation of any default in the payment of the Guarantors may make principal of, interest or premium, if any, on any payment Senior Debt, or any Obligation owing from time to time under or in respect of Senior Debt, or in the Notes event that any event of default (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) other than a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (adefault) with respect to Designated any Senior Debt arising under shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the Credit Agreement, the administrative agent thereunderdate on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any other Designated Senior Debt, Debt shall have occurred and be continuing permitting the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving Debt (or their Representative or Representatives) to declare such payment from the Representatives of any Designated Senior Debt with respect due and payable prior to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of the Company on account of the Notes (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "PAYMENT BLOCKAGE PERIOD") commencing on the date the Company or the Trustee receives written notice (a "PAYMENT NOTICE") of such event of default (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such nonpayment event of default) from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which such Designated Senior Debt to which such default relates is paid in full in cash or such default is cured or waived; and
waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (ii) in the case of a nonpayment default, upon the earlier of (AC) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives written notice from the Representative for such Credit Agent (or other holders of Designated Senior Debt rescinding or their Representative or Representatives), as the case may be, terminating the Payment Blockage NoticePeriod. During any consecutive 360-day period, unless the maturity aggregate of any Designated Senior Debt has been accelerated.
(c) No new all Payment Blockage Notice may Periods shall not exceed 179 days and there shall be delivered unless and until 360 a period of at least 181 consecutive days have elapsed since the delivery of the immediately prior in each consecutive 360-day period when no Payment Blockage Notice irrespective Period is in effect. No event of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that which existed or was continuing with respect to the Senior Debt for which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee will be, Period commenced shall be or will be made, made the basis for a the commencement of any subsequent Payment Blockage Notice Period unless such event of default has been is cured or waived for a period of not less than 90 consecutive days.
Appears in 2 contracts
Samples: Indenture (Musicland Stores Corp), Indenture (Musicland Group Inc /De)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company of the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may will be delivered effective for purposes of this Section unless and until (A) at least 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium and Liquidated Damages, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless such default has have been cured or waived for a period of not less than 90 days.
(b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, upon the date upon which such default is cured or waived, or
(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Trimas Corp), Indenture (Er Acquisition Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of the Notes (except in respect of Permitted Junior Securities or and may not acquire from the trusts described under Article 8 Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and Article 11 (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any a default, other than a default specified in Section 10.04(a)(1), on Designated Senior Debt occurs and is continuing on any series of with respect to Designated Senior Debt that then permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such the default (a “Payment Blockage Notice”) from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.12 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (II) all scheduled payments of principal and premium, if any, and interest on the number Securities that have come due (other than by reason of defaults with respect to Designated Senior Debt during such period.
acceleration) have been paid in full in cash. No default described in this paragraph (d2) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless Notice.
(b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them:
(i) in the case of a default described in Section 10.04(a)(1), upon the date on which the default is cured or waived,
(ii) in the case of a default referred to in Section 10.04(a)(2) hereof, the earlier of the date on which such default has been is cured or waived for a period or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of not less than 90 daysany Designated Senior Debt has been accelerated, and
(iii) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition.
Appears in 2 contracts
Samples: Subordinated Debt Indenture (PRGX Global, Inc.), Subordinated Debt Indenture (PRGX Global, Inc.)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors The Obligors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations arising under or in connection with the Notes or the Guaranties and may not acquire from the Trustee or any Holder any Notes or Guaranties for cash or property (except in respect other than payments and other distributions made from any defeasance or redemption trust created pursuant to Articles 8 or 12 hereof and the issuance of Permitted Junior Securities Securities) until all principal and other Obligations arising under or from in connection with the trusts described under Article 8 and Article 11 hereof) Senior Debt have been paid in full or fully cash-collateralized, if not yet due if:
(i1) a default in the payment default on of any Obligations with respect to Designated Senior Debt occurs and is continuing beyond (including any applicable grace perioddefault in payment upon the maturity of any Designated Senior Debt by lapse of time, acceleration or otherwise), or any judicial proceeding is pending to determine whether any such default has occurred; or
(ii2) a default or event of default (as such terms may be defined in any agreement, indenture or other document governing such Designated Senior Debt), other than a payment default described in subsection (a) above, on Designated Senior Debt, including any default or event of default that would result upon any payment or distribution with respect to the Notes or the Guaranties, that would cause or permit the acceleration of the maturity of the Designated Senior Debt, occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, affected Obligors or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may will be delivered effective for purposes of this Section unless and until at least 360 days will have elapsed since the delivery first day of effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has will have been cured or waived for a period of not less than 90 180 days. If the Company is prohibited from making payments on or distributions in respect of the Notes or from acquiring any Notes under subsection (1) or (2) above, the Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon:
(a) in the case of any prohibition referred to in Section 10.03(a)(1) hereof, the date upon which the default, event of default or other event giving rise to such prohibition is cured or waived or will have ceased to exist, unless another default, event of default or other event that would prohibit such payment, distribution or acquisition under Section 10.03(a)(1) has occurred and is continuing, or all Obligations in respect of such Designated Senior Debt will have been discharged or paid in full, or
(b) in the case of any prohibition referred to in Section 10.03(a)(2) hereof, the earlier of the date on which the default, event of default or other event giving rise to such prohibition is cured or waived or 179 days pass after the relevant Payment Blockage Notice is received by the Trustee thereunder, unless the maturity of any Designated Senior Debt has been accelerated, in each such case, if this Article otherwise permits the payment, distribution or acquisition. The provisions of this Article will not be construed to prohibit the Company from repurchasing, redeeming, repaying or prepaying any or all of the Notes to the extent required to do so by any Gaming Authority having authority over any Obligor.
Appears in 2 contracts
Samples: Indenture (Pinnacle Entertainment Inc), Indenture (Casino One Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment upon or in respect of the Notes (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from any trust created pursuant to Article VIII hereof; provided that at the trusts described under Article 8 and Article 11 hereoftime of its creation such trust does not violate the Senior Credit Facility) if:
(ia) a payment default in the payment, when due, of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(iib) any a default, other than a payment default pursuant to the preceding clause (a), on Designated Senior Debt occurs and is continuing on any series that then permits holders of the Designated Senior Debt that permits holders of that series of Designated Senior Debt as to which such default relates to accelerate its maturity without further notice or the expiration of any applicable grace periods (a "Nonpayment Default") and the Trustee receives (and the Company receives, if not sent by the Company) a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising Section 10.09 hereof, which notice states it is a Payment Blockage Notice under this Indenture and that is submitted by such Person to evidence its election to effect a payment blockage for the Credit Agreement, period specified in the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debtnext following paragraph. Notwithstanding the foregoing, the The Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur resume payments on and distributions in respect of the followingNotes:
(i) in the case of a payment defaultdefault pursuant to clause (a) of this Section 10.03, upon the date on which such the default is cured or waived; waived or any acceleration if rescinded, as applicable, and
(ii) in the case of a nonpayment defaultNonpayment Default, upon the earlier of (Aa) the date on which such nonpayment default Nonpayment Default is cured or waived, waived or (Bb) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any such Designated Senior Debt has been accelerated.
(c) No new accelerated and not thereafter rescinded, provided, in each case, the Company may pay the Notes without regard to the foregoing if it and the Trustee receive written notice approving the same from Representatives of each Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice may shall commence or be delivered effective for purposes of this Section unless and until (i) 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal of, and premium, if any, and interest and Liquidated Damages, if any, on, the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default Nonpayment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
Appears in 2 contracts
Samples: Indenture (Tesoro Alaska Co), Indenture (Tesoro Alaska Co)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may also shall not make any payment upon or in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts trust described under Article 8 Sections 8.02 and Article 11 hereof8.03) if:
if (i) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity maturity, and in the case of this clause (ii) only, and the Trustee receives a notice of such default invoking the provisions described in this paragraph (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) or any agent or trustee therefor. Payments on the Notes may and shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or unless a payment default has occurred and is continuing (C) as a result of the date non-payment of a scheduled principal repayment upon Designated Senior Debt, nonpayment of principal upon the Trustee receives notice from the Representative for such stated maturity of any Designated Senior Debt rescinding or the Payment Blockage Notice, unless acceleration of the maturity of any Designated Senior Debt has been accelerated.
(c) Debt). No new Payment Blockage Notice period of payment blockage (other than for a payment default) may be delivered commenced unless and until 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days. Whenever the Company is prohibited from making any payment in respect of the Notes, the Company also shall be prohibited from making, directly or indirectly, any payment of any kind on account of the purchase or other acquisition of the Notes. If any Holder receives any payment or distribution that such Holder is not entitled to receive with respect to the Notes, such Holder shall be required to pay the same over to the holders of Senior Debt.
Appears in 2 contracts
Samples: Indenture (Diamond Brands Operating Corp), Indenture (Diamond Brands Inc)
Default on Designated Senior Debt. (a) Neither In the Company nor event of and during the continuation of any default in the payment of the Guarantors may make principal of, interest or premium, if any, on any payment Senior Debt, or any Obligation owing from time to time under or in respect of Senior Debt, or in the Notes event that any event of default (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) other than a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (adefault) with respect to Designated any Senior Debt arising under shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the Credit Agreement, the administrative agent thereunderdate on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any other Designated Senior Debt, Debt shall have occurred and be continuing permitting the Representative holders of such Designated Senior Debt. Notwithstanding Debt (or their Representative or Representatives) to declare such Designated Senior Debt due and payable prior to the foregoingdate on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of the Company may make on account of the Notes (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such Senior Debt is paid in full in cash or cash equivalents or such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the Notes if date the Company and the Trustee receive written notice approving (a "Payment Notice") of such event of default specifically referring to this Article 10 (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such a payment default or nonpayment event of default) from the Representatives Credit Agent (or other holders of any Designated Senior Debt with respect or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which the Trustee receives written notice from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives), as the case may be, stating that such Designated Senior Debt to which either of the events set forth such default relates is paid in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) full in the case of a payment default, upon the date on which cash or such default is cured or waived; and
waived in writing in accordance with the 77 instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (ii) in the case of a nonpayment default, upon the earlier of (AC) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives written notice from the Representative for such Credit Agent (or other holders of Designated Senior Debt rescinding or their Representative or Representatives), as the case may be, terminating the Payment Blockage NoticePeriod. During any consecutive 360-day period, unless the maturity aggregate of any Designated Senior Debt has been accelerated.
(c) No new all Payment Blockage Notice may Periods shall not exceed 179 days and there shall be delivered unless and until 360 a period of at least 181 consecutive days have elapsed since the delivery of the immediately prior in each consecutive 360-day period when no Payment Blockage Notice irrespective Period is in effect. No event of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that which existed or was continuing with respect to the Senior Debt for which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee will be, Period commenced shall be or will be made, made the basis for a the commencement of any subsequent Payment Blockage Notice Period unless such event of default has been is cured or waived for a period of not less than 90 consecutive days.
Appears in 2 contracts
Samples: Indenture (Ap Holdings Inc), Indenture (Apcoa Standard Parking Inc /De/)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (A) Permitted Junior Securities or and (B) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.11 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (A) at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium and Special Interest, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
(b) The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(i) the date upon which the default is cured or waived, or
(ii) in the case of a default referred to in clause (ii) of Section 10.03(a) hereof, 179 days pass after notice is received, unless the maturity of such Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Classic Network Transmission LLC), Indenture (Friendship Cable of Arkansas Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of and the Guarantors may not make any payment (whether by redemption, purchase, retirements, defeasance or otherwise) upon or in respect of the Notes and the related Note Guarantees (except in respect of other than (A) Permitted Junior Securities or (B) payments and other distributions made from any defeasance trust created pursuant to Sections 8.04 and 8.05 hereof if the trusts described under applicable deposit did not violate Article 8 or 13 of this Indenture) until all principal and Article 11 hereof) other Obligations with respect to the Designated Senior Debt of the Company and the Guarantors have been paid in full if:
(i) a default in the payment default of any principal of, premium, if any, or interest on any or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodoccurs; or
(ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders permits, or with the giving of that series notice or passage of time or both (regardless of whether such notice or grace period provisions are within the agreements governing the Designated Senior Debt or within any agreements or instruments which would trigger a cross-default under any Designated Senior Debt) would permit, holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives Trustees receive a notice of such the default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, holders or (b) with respect to any other Designated Senior Debt, the a Representative of such any Designated Senior Debt. Notwithstanding If a Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 13.03 unless and until 360 days shall have elapsed since the foregoing, date of commencement of the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment blockage period resulting from the Representatives immediately prior Payment Blockage Notice. No nonpayment default in respect of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will Trustees (to the extent the holder or the Representative of the Designated Senior Debt giving such Payment Blockage Notice had knowledge of the same) shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
(b) The Company shall resume payments on and distributions in respect of the Notes and any Guarantor shall resume making payments and distributions pursuant to the Note Guarantees upon:
(i) in the case of a default referred to in Section 13.03(a)(i) hereof the date upon which the default is cured or waived or such Designated Senior Debt is discharged or paid in full, and
(ii) in the case of a default referred to in Section 13.03(a)(ii) hereof, the earliest of (1) the date on which such nonpayment default is cured or waived, (2) the date the applicable Payment Blockage Notice is retracted by written notice to the Trustees or (3) 179 days after the date on which the applicable Payment Blockage Notice is received unless (in the case of each of the foregoing subclauses (1) through (3)) (A) the maturity of any Designated Senior Debt has been accelerated or (B) a Default or Event of Default under Section 6.01(a)(7) or (8) has occurred and is continuing, if this Article otherwise permits the payment or distribution at the time of such payment or acquisition.
Appears in 2 contracts
Default on Designated Senior Debt. (a) Neither The Company and the Company nor any of the Subsidiary Guarantors may not make any payment (whether by redemption, purchase, retirements, defeasance or otherwise) upon or in respect of the Notes Securities and the related Guarantees (except other than securities that are subordinated at least to the same extent as the Securities to Senior Debt and any securities issued in respect of Permitted Junior Securities or exchange for Senior Debt and payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof if the trusts described under applicable deposit does not violate Article 8 or 10 of this Indenture) until all principal and Article 11 hereof) other Obligations with respect to the Senior Debt of the Company have been paid in full if:
(i) a default in the payment default of any principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodoccurs; or
(ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such the default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and If the Trustee receive written notice approving receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until 360 days shall have elapsed since the date of commencement of the payment blockage period resulting from the Representatives immediately prior Payment Blockage Notice. No nonpayment default in respect of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice. The Company shall resume payments on and distributions in respect of the Securities and any Subsidiary Guarantor shall resume making payments and distributions pursuant to the Guarantees upon:
(1) in the case of a default referred to in Section 10.04(i) hereof the date upon which the default is cured or waived, or
(2) in the case of a default referred to in Section 10.04(ii) hereof, the earliest of (1) the date on which such nonpayment default is cured or waived, (2) the date the applicable Payment Blockage Notice is retracted by written notice to the Trustee and (3) 90 days after the date on which the applicable Payment Blockage Notice is received unless such default (A) the maturity of any Designated Senior Debt has been cured accelerated or waived for (B) a period Default or Event of not less than 90 daysDefault under Section 6.01(9) or (10) has occurred and is continuing, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Range Energy I Inc), Subordination and Intercreditor Agreements
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution upon or in respect of the Notes Notes, including, without limitation, by way of set-off or otherwise, or redeem (except or make a deposit in respect redemption of), defease or acquire any of Permitted Junior Securities the Notes, for cash, properties or from the trusts described under Article 8 and Article 11 hereof) securities if:
(i) a default in the payment default on of any principal, premium, if any, or interest or other Obligations (a "Payment Default") with respect to Senior Debt of the Company occurs and is continuing beyond any applicable grace periodcontinuing; or
(ii) a default (other than a Payment Default) or any other event that, after notice or passage of time would become a default (a "Non-Monetary Default"), on Senior Debt of the Company occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of Designated the Senior Debt of the Company to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative Section 10.11 hereof. Any number of such Designated Senior Debt. Notwithstanding the foregoingPayment Blockage Notices may be given, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses provided, however, that (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new not more than one Payment Blockage Notice may be delivered unless commenced during any period of 360 consecutive days and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(dii) No nonpayment default any Non-Monetary Default that existed or was continuing on the date of delivery of any such notice to the Trustee (to the extent the holder of Designated Senior Debt, or such trustee or agent, giving such Payment Blockage Notice to had knowledge of the Trustee will be, or will same) shall not be made, the basis for a subsequent Payment Blockage Notice Notice, unless such default has been cured or waived for a period of not less than 90 days. The Company may and shall resume payments on and distributions in respect of the Notes and all Obligations with respect thereto, and may acquire such Notes or Obligations upon the earlier of:
(1) in the case of a payment default, the date upon which such default is cured or waived, or
(2) in the case of a Non-Monetary Default, on the earlier of the date on which such Non-Monetary Default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Senior Debt of the Company has not been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time thereof.
Appears in 2 contracts
Samples: Indenture (Iron Mountain Inc /De), Indenture (Iron Mountain Inc /De)
Default on Designated Senior Debt. (a) Neither The Credit Parties shall not pay, directly or indirectly, principal (including any accretion) of, premium, if any, or interest on the Company nor Obligations and may not purchase, redeem or otherwise retire or acquire for cash or property any Obligations (for the purposes of this Section 11, collectively, “pay the Guarantors may make any payment in respect of the Notes Obligations”) (except (x) in respect the form of Permitted Junior Securities or Securities, (y) as may result from a Permitted Refinancing and (z) interest payable in kind) if either of the trusts described under Article 8 and Article 11 hereof) if:following occurs (a “Payment Default”):
(i) a any payment default obligation on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodnot paid in full in cash when due; or
(ii) any other default occurs and is continuing on any series of the Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity occurs and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative maturity of such Designated Senior DebtDebt is accelerated in accordance with its terms; unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or a Discharge of Senior Debt Obligations has occurred. Notwithstanding Regardless of the foregoing, the Company may make payment on Credit Parties are permitted to pay the Notes Obligations if the Company Borrower and the Trustee Lenders receive written notice approving such payment from the Representatives of any applicable Designated Senior Debt Administrative Agent(s) with respect to any such Payment Default which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on During the Notes may and shall be resumed at the first continuance of any default other than a Payment Default (a “Non-Payment Default”) with respect to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration), the Credit Parties are not permitted to pay the Obligations (except (x) in the form of Permitted Junior Securities, (y) pursuant to a Permitted Refinancing and (z) interest payable in kind) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Credit Parties (with a copy to Lenders) of written notice (a “Blockage Notice”) of such Non-Payment Default from the applicable Designated Administrative Agent(s) specifying an election to effect a Payment Blockage Period and ending 120 days thereafter. So long as there shall remain outstanding any Designated Senior Debt, a Blockage Notice may be given by a holder of Designated Senior Debt or by a Designated Administrative Agent. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated by written notice to the Credit Parties (with a copy to each Lender) from the applicable Designated Administrative Agent(s) stating that (i) the default giving rise to such Blockage Notice has been acceleratedcured, waived or otherwise no longer continuing in accordance with the applicable Designated Senior Debt Documents; (ii) a Discharge of Senior Debt Obligations has occurred or (iii) it has been terminated by agreement of the applicable requisite holders of the Designated Senior Debt.
(c) No new Notwithstanding the provisions described in the immediately preceding subclauses (a) and (b) (but subject to the provisions contained in clause (a) of this Section 11.3 and Section 11.2 hereof), unless the holders of the Designated Senior Debt or the Designated Administrative Agent(s) shall have accelerated the maturity of Designated Senior Debt or a Payment Default otherwise exists, the Credit Parties are permitted to resume paying the Obligations (including, without limitation, in cash) after the end of such Payment Blockage Notice may Period. The Obligations shall not be delivered unless and until 360 days have elapsed since the delivery of the immediately prior subject to more than one Payment Blockage Notice Period in any consecutive 360-day period nor shall the Obligations be subject to more than three (3) Payment Blockage Periods during the term of this Agreement, in each case irrespective of the number of defaults with respect to any Designated Senior Debt during such period.
(d) No nonpayment . However, in no event shall the total number of days during which any Payment Blockage Period or Periods is in effect exceed 120 days in the aggregate during any consecutive 360 day period, and there must be at least 240 days during any consecutive 360 day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 daysdays (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).
Appears in 2 contracts
Samples: Mezzanine Credit and Guaranty Agreement (Isola Group Ltd.), Mezzanine Credit and Guaranty Agreement (Isola Group Ltd.)
Default on Designated Senior Debt. The Company shall not, directly or indirectly, (ax) Neither the Company nor any of the Guarantors may make any payment in respect of principal of, premium, if any, or interest or Liquidated Damages, if any, on the Notes (except in respect of Permitted Junior Securities or from the trusts trust described under in Article 8 and or Article 11 hereofhereof if no default of the kind referred to in clause (i) below had occurred and was continuing, and no Payment Blockage Notice was in effect, at the time amounts were deposited with the Trustee as described therein) or (y) acquire any of the Notes for cash or property or otherwise or make any other distribution with respect to the Notes if:
(i) a payment any default on any Senior Debt occurs and is continuing beyond in the payment when due, whether at maturity, upon any applicable grace period; redemption, by declaration or otherwise, of any principal of, premium, if any, or interest on, any Designated Senior Debt of the Company, or
(ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt of the Company that permits holders of that series of the Designated Senior Debt of the Company as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes Company. The Company may and shall be resumed at resume payments on the first to occur of the followingNotes:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; waived or otherwise has ceased to exist, and
(iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt of the Company has been accelerated.
(c) accelerated and such acceleration remains in full force and effect. No new Payment Blockage Notice period of payment blockage may be delivered commenced unless and until 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such nonpayment default has shall have been cured or waived for a period of not less than 90 days. The Company shall give prompt written notice to the Trustee of any default in the payment of any Senior Debt of the Company or any acceleration under any Senior Debt of the Company or under any agreement pursuant to which Senior Debt of the Company may have been issued. Failure to give such notice shall not affect the subordination of the Notes to the Senior Debt of the Company or the application of the other provisions provided in this Article 10.
Appears in 2 contracts
Samples: Indenture (Village at Breckenridge Acquisition Corp Inc), Indenture (GHTV Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment in or distribution of any kind or character to the Trustee or any Holder with respect of to any Obligations on, or with respect to, the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property or otherwise (except in respect of other than (i) Permitted Junior Securities and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof so long as the deposit of amounts therein satisfied the relevant conditions specified in the Indenture at the time of such deposit) until all principal and other Obligations with respect to the Senior Debt of the Company have been paid in full in cash or from Cash Equivalents (other than (x) Cash Equivalents of the trusts described under Article 8 type referred to in clauses (3) and Article 11 hereof(4) of the definition thereof and (y) foreign currencies) if:
(i) a default in the payment default on when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or any other Obligations with respect to, any Designated Senior Debt of the Company occurs and is continuing beyond any applicable grace periodcontinuing; or
(ii) any a default, other than a default referred to in Section 10.03(a)(i) hereof, on Designated Senior Debt of the Company occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, Holders or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 daysconsecutive days (it being acknowledged that any action after the date of delivery of such initial Payment Blockage Notice, or any breach of any financial covenants for a period commencing after the date of delivery of such initial Payment Blockage Notice, that, in either case, would give rise to a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).
(b) The Company may and shall resume payments on and distributions in respect of the Notes upon:
(i) in the case of a default referred to in Section 10.03(a)(i) hereof, the date upon which the default is cured or waived, or
(ii) in the case of a default referred to in Section 10.03(a)(ii) hereof, the earlier of (x) the date on which all nonpayment defaults are cured or waived (so long as no other Event of Default exists), (y) 179 days after the date the applicable Payment Blockage Notice is received or (z) the Trustee receives written notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any such Designated Senior Debt has been accelerated.
Appears in 2 contracts
Samples: Indenture (Dominos Pizza Government Services Division Inc), Indenture (Dominos Inc)
Default on Designated Senior Debt. The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (a) Neither the Company nor any of the Guarantors may make any payment in respect of the Notes (except in respect of Permitted Junior Securities or and (b) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreementtrustee, agent or other representative of the administrative agent thereunder, or (b) with respect to any other holders of Designated Senior Debt, or the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of or the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date Company. If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 180 days. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) the date upon which the default is cured or waived, or
(2) in the case of a default referred to in Section 10.04(ii) hereof, 179 days pass after the Payment Blockage Notice is received if the maturity of such Designated Senior Debt has not been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Sealy Corp), Indenture (Sealy Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of and the Guarantors may not make any payment or distribution to the Trustee or any Holder upon or in respect of the Notes or to repurchase or to redeem any of the Notes (except including pursuant to Section 3.07, 3.09, 4.10 or 4.14 hereof) (other than, in respect of each case, (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) if:
(ia) a default in the payment default of the principal of or premium or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod of grace; or
(iib) any other default occurs and is continuing on with respect to any series of Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from the Company or the agent under (a) with respect to Designated Senior Debt arising under in the case of the Credit Agreement, Facility) or the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 at least 30 days. The Company and the Guarantors may and shall resume payments on the Notes and the Note Guarantees:
(1) in the case of a payment default, upon the date on which such default is cured or waived pursuant to the terms of such Designated Senior Debt, and
(2) in the case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment.
Appears in 2 contracts
Samples: Indenture (Holmes Products Corp), Indenture (Holmes Products Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from the Company or the holders (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the a Representative of such the holders) of the Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and If the Trustee receive written notice approving receives any such payment from the Representatives Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of any Designated Senior Debt with respect to which either of the events set forth in clauses this Section unless and until (i) at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of this Section 13.03(a) has occurred principal, interest and is continuingpremium and Liquidated Damages, if any, on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of 90 days.
(b) Payments on the Notes The Company may and shall be resumed at the first to occur resume payments on and distributions in respect of the followingNotes and may acquire them upon the earlier of:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and, or
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 2 contracts
Samples: Indenture (Mark I Molded Plastics of Tennessee Inc), Indenture (Mark I Molded Plastics of Tennessee Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company of the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may will be delivered effective for purposes of this Section unless and until (A) at least 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium and Additional Interest, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless such default has have been cured or waived for a period of not less than 90 days.
(b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, upon the date upon which such default is cured or waived, or
(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 2 contracts
Samples: Indenture (Icon Health & Fitness Inc), Indenture (Icon Health & Fitness Inc)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors Borrower may not make any payment in or distribution of any kind or character to Lender with respect to any Obligations on or relating to the Loan and may not acquire from Lender all or any portion of the Notes Loan for cash or property (except in respect of other than (i) Permitted Junior Securities and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 9.01 or from Section 9.04 of the trusts described under Article 8 Indenture 2, in each case in accordance with the terms of this Agreement including, without limitation, this Section 15) until all principal and Article 11 hereof) other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a default (whether at stated maturity, upon acceleration or otherwise) in the payment default of any principal or other Obligations with respect to Senior Debt occurs and is continuing; or
(2) any other default, other than a payment default, on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of such Designated Senior Debt to accelerate its maturity and the Trustee Lender receives a notice of such the default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving If Lender receives any such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will Lender shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 consecutive days. Any subsequent action or any breach of any financial covenants for a period ending after the date of delivery of the initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing will constitute a new default for purposes of this clause (2).
(b) Borrower may and shall resume payments on and distributions in respect of this Agreement and the Loan and may acquire all or any portion of the Loan upon the earlier of:
(i) in the case of a payment default (whether at stated maturity, upon acceleration or otherwise), the date upon which all payment defaults are cured or waived in accordance with the terms of the applicable Senior Debt, and
(ii) in the case of a default referred to in clause (2) of Section 15.3(a), the earliest of (x) the date on which all such non-payment defaults are cured or waived (as evidenced by written notice to Lender from the Representative for such Designated Senior Debt), (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) the date on which Lender receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless, in the case of clause (x), (y) or (z), the maturity of any Designated Senior Debt has been accelerated. In the event that the Designated Senior Debt is accelerated because of a default other than a payment default thereunder in accordance with the terms of such Designated Senior Debt, and such acceleration has not been rescinded, then the failure to make the payment required arising from such acceleration shall constitute a payment default.
Appears in 2 contracts
Samples: Term Loan Agreement, Term Loan Agreement (Phibro Animal Health Corp)
Default on Designated Senior Debt. (a) Neither the Company nor If any of the Guarantors may make any payment in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by or on behalf of the Company or any series other Person on its or their behalf with respect to any Obligations on the Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt that permits holders gives notice of that series the event of default to the Trustee (a "DEFAULT NOTICE"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt to accelerate its maturity and terminating the Trustee receives a notice Blockage Period (as defined below), during the 180 days after the delivery of such default Default Notice (a “Payment Blockage Notice”the "BLOCKAGE PERIOD"), neither the Company nor any other Person on its behalf shall (x) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, make any payment of any kind or (b) character with respect to any other Designated Senior Debt, Obligations on the Representative Notes or (y) acquire any of such Designated Senior Debtthe Notes for cash or property or otherwise. Notwithstanding anything herein to the foregoingcontrary, in no event will a Blockage Period extend beyond 180 days from the Company may make date the payment on the Notes if the Company was due and the Trustee receive written notice approving only one such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice Period may be delivered unless and until commenced within any 360 days have elapsed since the delivery consecutive days. No event of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee will Designated Senior Debt shall be, or will be made, the basis for commencement of a subsequent Payment second Blockage Notice Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of not less than 90 daysconsecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).
(b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 10.04(a) hereof, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (PRO RATA to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article 10 shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; PROVIDED that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither In the Company nor event of and during the continuation of any default in the payment of the Guarantors may make principal of, interest or premium, if any, on any payment Designated Senior Debt, or any Obligation owing from time to time under or in respect of Designated Senior Debt, or in the Notes event that any event of default (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) other than a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (bdefault) with respect to any other Designated Senior DebtDebt shall have occurred and be continuing and shall have resulted in such Designated Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable; or (b) if any event of default other than as described in clause (a) above with respect to any Designated Senior Debt shall have occurred and be continuing permitting the holders of such Designated Senior Debt (or their Representative or Representatives) to declare such Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of the Issuers on account of the Notes (other than payments in the form of Reorganization Securities):
(1) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing -76- such Designated Senior Debt or such acceleration shall have been rescinded or annulled; or
(2) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the date the Issuers or the Trustee receives written notice (a "Payment Blockage Notice") of such event of default (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such a payment default or nonpayment event of default) from the Administrative Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of:
(A) 179 days after such date;
(B) the date, if any, on which such Designated Senior Debt to which such default relates is paid in full in cash or Cash Equivalents or such default is cured or waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (AC) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives written notice from the Representative for such Administrative Agent (or other holders of Designated Senior Debt rescinding or their Representative or Representatives), as the case may be, terminating the Payment Blockage Notice, Period; unless the maturity of any Designated Senior Debt has been accelerated.
(cb) No new During any consecutive 360-day period, the aggregate of all Payment Blockage Notice may Periods shall not exceed 179 days and there shall be delivered unless and until 360 a period of at least 181 consecutive days have elapsed since the delivery of the immediately prior in each consecutive 360-day period when no Payment Blockage Notice irrespective Period is in effect. No event of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that which existed or was continuing with respect to the Senior Debt for which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee will be, Period commenced shall be or will be made, made the basis for a the commencement of any subsequent Payment Blockage Notice Period unless such event of default has been is cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither the The Company nor any of and the Guarantors may not make any payment or distribution to the Trustee or any Holder of Notes on account of any Obligations in respect of the Notes and may not acquire from the Trustee or any Holder of Notes any Notes for cash or property (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under any defeasance trust created pursuant to Article 8 and Article 11 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash or Cash Equivalents if:
: (i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond (including any applicable grace perioddefault in payment upon the maturity of any Designated Senior Debt by lapse of time, acceleration or otherwise) in the agreement, indenture or other document governing such Designated Senior Debt, or any judicial proceeding is pending to determine whether any such default has occurred; or
or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits then permits, or would permit, with the passage of time or the giving of notice or both, holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.11 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until at least 360 days have elapsed since the delivery first day of effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 180 days. 56 63 The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them: (1) in the case of a payment default referred to in clause (i) above, upon the date on which the default is cured or waived or otherwise ceases to exist, unless another default, event of default or other event that would prohibit such payment shall have occurred and be continuing, or all Obligations in respect of such Designated Senior Debt shall have been paid in full in cash or Cash Equivalents; or (2) in the case of a nonpayment default referred to in clause (ii) above, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee.
Appears in 1 contract
Samples: Indenture (Metal Management Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder for cash or property (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) if:):
(i) a default in the payment default on of any principal of, premium if any, or interest or Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.12 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium and Special Interest, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, the date upon which the default is cured or waived, or
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors The Issuers may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (A) Permitted Junior Securities or and (B) payments and other distributions made from any defeasance trust created pursuant to Section 9.01) until all principal and other Obligations with respect to the trusts described under Article 8 and Article 11 hereof) Senior Debt have been paid in full if:
(i) a default (whether at stated maturity, upon acceleration or otherwise) in the payment default on of any principal or other Obligations with respect to Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Senior Debt; or
(ii) any other default default, other than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and If the Trustee receive written notice approving receives any such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 13.03(a) has occurred unless and is continuinguntil at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days. Any subsequent action or any breach of any covenants for a period ending after the date of delivery of the initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing will constitute a new default for this purpose.
(b) Payments on the Notes The Issuers may and shall be resumed at the first to occur resume payments on and distributions in respect of the followingNotes and may acquire them upon the earlier of:
(i) in the case of a payment defaultdefault (whether at stated maturity, upon acceleration or otherwise), the date on upon which such default is all payment defaults are cured or waived; , and
(ii) in the case of a nonpayment defaultdefault referred to in clause (ii) of Section 11.03(a) hereof, upon the earlier of (A1) the date on which all such nonpayment default is non-payment defaults are cured or waived, or (B2) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C3) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since . In the delivery of event that the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during is accelerated because of a default other than a payment default thereunder in accordance with the terms of such periodDesignated Senior Debt, and such acceleration has not been rescinded, then the failure to make the payment required arising from such acceleration shall constitute a payment default.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (ax) with respect to Designated Senior Debt arising under if the Credit AgreementAgreement is in effect, the administrative agent thereunder, thereunder or (by) with respect to any other Designated Senior Debtif the Credit Agreement is not in effect, the Representative holders of such any Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may will be delivered effective for purposes of this Section unless and until (A) at least 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium and Liquidated Damages, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
(b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, upon the date upon which such default is cured or waived, or
(2) in the case of a nonpayment default, upon the earliest of (a) the date on which such nonpayment default is cured or waived, (b) 179 days after the date on which the applicable Payment Blockage Notice is received, and (c) the Trustee receives notice from the Representative for the Designated Senior Debt that gave such Payment Blockage Notice rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (Synagro Technologies Inc)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors The Issuers may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.11 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) the date upon which the default has been is cured or waived for waived, or
(2) in the case of a period default referred to in Section 10.03(ii) hereof, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not less than 90 daysbeen accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (National Crane Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Indebtedness or other Obligation evidenced by the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from the trusts described under any defeasance trust created pursuant to Article 8 and hereof or any trust fund pursuant to Article 11 12 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may will be delivered effective for purposes of this Section 10.03 unless and until (A) at least 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 120 days.
(b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, upon the date upon which such default is cured or waived in writing by the representatives of the holders of Designated Senior Debt, or
(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived in writing by the representatives of the holders of Designated Senior Debt or 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee, unless the maturity of any Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (Emmis Operating Co)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment upon or in respect of the Notes Securities (except in respect securities that (i) are subordinated to at least the same extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt, (ii) are unsecured (except to the extent the Securities are secured), (iii) are not Guaranteed by any Subsidiary of Permitted Junior the Company (except to the extent the Securities are so Guaranteed), and (iv) have a Weighted Average Life to Maturity and final maturity that are not shorter than the Weighted Average Life to Maturity of the Securities or any securities issued to Holders of Senior Debt under the Existing Credit Facility pursuant to a plan or reorganization or readjustment or from the trusts trust described under Article 8 and Article 11 in Section 8.04 hereof) if:;
(i) a default in the payment default of the principal of, premium, if any or interest on any Designated Senior Debt occurs and is continuing beyond any applicable period of grace periodin the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising "), for so long as any Obligations are outstanding under the Existing Credit AgreementFacility, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, from the Representative thereunder and, thereafter, from the holders or Representative of such any Designated Senior Debt. Notwithstanding the foregoing, the Company No new period of payment blockage may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 commenced within 360 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date receipt by the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the of any prior Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) . No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless Notice. The Company may and shall resume payments on the Securities:
(1) in the case of a payment default, upon the date on which such default has been is cured or waived, and
(2) in the case of a nonpayment default referred to in Section 10.04(ii) hereof, the earlier of the date on which such nonpayment default is cured or waived for a period or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of not less than 90 daysany Designated Senior Debt has been accelerated.
Appears in 1 contract
Samples: Indenture (Tenet Healthcare Corp)
Default on Designated Senior Debt. No payment or distribution shall be made to the Trustee or any Securityholder in respect of obligations with respect to the Securities and the Company and its Subsidiaries shall not, directly or indirectly, acquire from the Trustee or any Securityholder any Securities for cash or property (other than securities that are subordinated at least to the same extent as the Securities to (a) Neither the Company nor Senior Debt and (b) any of the Guarantors may make any payment securities issued in exchange for Senior Debt) until all principal, interest and other Obligations in respect of the Notes (except Senior Debt have been paid in respect of Permitted Junior Securities full in cash or from the trusts described under Article 8 and Article 11 hereof) Cash Equivalents if:
(i) a default in the payment default on of any principal, interest or other Obligations in respect of any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) a default, other than a payment default, on any other default Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to Section X. 12 hereof. Not more than one effective Payment Blockage Notice shall be given within a period of 360 consecutive days and there shall be a period of at least 181 consecutive days in each 360 consecutive day period when no Payment Blockage Period (aas defined below) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debtis in effect. Notwithstanding the foregoing, the The Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur resume payments on and distributions in respect of the followingSecurities and may acquire them upon the earlier of:
(i1) the date upon which the default is cured or waived, or
(2) in the case of a payment defaultdefault referred to in Section X.04(ii) hereof, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days pass after the date on which the applicable notice was given or deemed to have been given ("Payment Blockage Notice is received, or (CPeriod") if the date the Trustee receives notice from the Representative for maturity of such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has not been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 1 contract
Samples: Credit Agreement (Ferrellgas Partners Finance Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing; or
(ii) a default, other than a payment default, on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 11.11 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such Notice. The Company may and shall resume payments on and distributions in respect of the Notes them upon the earlier of:
(1) in the case of a Default referred to in Section 11.03(i) hereof, upon the date which the default has been is cured or waived for waived, or
(2) in the case of a period of not less than 90 daysdefault referred to in Section 11.03(ii) hereof, 179 days pass after notice is received, unless a Payment Default on any Designated Senior Debt then exists.
Appears in 1 contract
Samples: Indenture (Wavetek U S Inc)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors The Issuers may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (A) where the consideration is Permitted Junior Securities or and (B) payments and other distributions made from any defeasance trust created pursuant to Section 9.01) until all principal and other Obligations with respect to the trusts described under Article 8 and Article 11 hereof) Senior Debt have been paid in full if:
(i) a default (whether at stated maturity, upon acceleration or otherwise) in the payment default on of any principal or other Obligations with respect to Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Senior Debt; or
(ii) any other default default, other than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and If the Trustee receive written notice approving receives any such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 13.03(a) has occurred unless and is continuinguntil at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days. Any subsequent action or any breach of any covenants for a period ending after the date of delivery of the initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing will constitute a new default for this purpose.
(b) Payments on the Notes The Issuers may and shall be resumed at the first to occur resume payments on and distributions in respect of the followingNotes and may acquire them upon the earlier of:
(i) in the case of a payment defaultdefault (whether at stated maturity, upon acceleration or otherwise), the date on upon which such default is all payment defaults are cured or waived; , and
(ii) in the case of a nonpayment defaultdefault referred to in clause (ii) of Section 11.03(a) hereof, upon the earlier of (A1) the date on which all such nonpayment default is non-payment defaults are cured or waived, or (B2) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C3) the date on which the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since . In the delivery of event that the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during is accelerated because of a default other than a payment default thereunder in accordance with the terms of such periodDesignated Senior Debt, and such acceleration has not been rescinded, then the failure to make the payment required arising from such acceleration shall constitute a payment default.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 1 contract
Samples: Indenture (Ashton Woods USA L.L.C.)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution (including, without limitation, any payment or distribution that may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes) to the Trustee or any Holder of Notes in respect of Obligations or Claims with respect to the Notes and may not acquire from the Trustee or any Holder of Notes any Notes for cash or property (except in respect that Holders of Notes may receive (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts trust described under in Article 8 and Article 11 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default when due of the principal of, premium, if any, or interest on Designated Senior Debt or any commitment or letter of credit fee, letter of credit reimbursement obligation or Hedging Obligation, in each case, constituting Designated Senior Debt occurs and is continuing beyond any applicable grace periodcontinuing; or
(ii) any a default, other default than a payment default, occurs and is continuing on any series with respect to Designated Senior Debt that permits, or would permit, with the passage of time or the giving of notice or both, holders of Designated Senior Debt that permits holders of that series of Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity no new payment blockage shall be commenced for purposes of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered this Section 10.04 unless and until (i) 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal of, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless Notice. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon:
(1) in the case of a default referred to in Section 10.04(i) hereof, the date on which such default has been is cured or waived for in accordance with the terms of such Designated Senior Debt, or
(2) in the case of a period default referred to in Section 10.04(ii) hereof, the earlier of not less than 90 daysthe date on which such default is cured or waived in accordance with the terms of such Designated Senior Debt or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (Printpack Inc)
Default on Designated Senior Debt. (a) Neither In the Company nor event of and during the continuation of any default in the payment of the Guarantors may make principal of, interest or premium, if any, on any payment Senior Debt, or any Obligation owing from time to time under or in respect of Senior Debt, or in the Notes event that any event of default (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) other than a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (adefault) with respect to Designated any Senior Debt arising under shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the Credit Agreement, the administrative agent thereunderdate on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any other Designated Senior Debt, Debt shall have occurred and be continuing permitting the Representative holders of such Designated Senior Debt. Notwithstanding Debt (or their Representative or Representatives) to declare such Designated Senior Debt due and payable prior to the foregoingdate on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of any Subsidiary Guarantor on account of the Company may make Notes (other than payments in the form of Subsequent Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the Notes if date the Company and Subsidiary Guarantors or the Trustee receive written notice approving (a "Payment Notice") of such event of default (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such a payment default or nonpayment event of default) from the Representatives Credit Agent (or other holders of any Designated Senior Debt with respect or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which such Designated Senior Debt to which either of the events set forth such default relates is paid in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which full or such default is cured or waived; and
waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (ii) in the case of a nonpayment default, upon the earlier of (AC) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives written notice from the Representative for such Credit Agent (or other holders of Designated Senior Debt rescinding or their Representative or Representatives), as the case may be, terminating the Payment Blockage NoticePeriod. During any consecutive 360-day period, unless the maturity aggregate of any Designated Senior Debt has been accelerated.
(c) No new all Payment Blockage Notice may Periods shall not exceed 179 days and there shall be delivered unless and until 360 a period of at least 181 consecutive days have elapsed since the delivery of the immediately prior in each consecutive 360-day period when no Payment Blockage Notice irrespective Period is in effect. No event of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that which existed or was continuing with respect to the Senior Debt to which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee will be, Period commenced shall be or will be made, made the basis for a the commencement of any subsequent Payment Blockage Notice Period unless such event of default has been is cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (A) Permitted Junior Securities or and (B) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the a Representative of such any Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
(b) The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(i) the date upon which the default is cured or waived in accordance with the instruments governing such Designated Senior Debt, or
(ii) in the case of a default referred to in clause (ii) of Section 10.03(a) hereof, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors also may not make any payment (whether by redemption, purchase, retirement, defeasance or otherwise) upon or in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts trust described under in Article 8 and Article 11 hereof) if:
if (i) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
("payment default") or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits permits, or with the giving of notice or passage of time or both (unless cured or waived) will permit, holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity ("NON-PAYMENT DEFAULT") and (solely with respect to this clause (ii) ) the Trustee receives a notice of such default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment Cash payments on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
accelerated or a default of the type described in paragraphs (cg) or (h) of Section 6.1 hereof has occurred and is continuing. No new Payment Blockage Notice period of payment blockage may be delivered commenced unless and until 360 days have elapsed since the delivery date of commencement of the payment blockage period resulting from the immediately prior Payment Blockage Notice irrespective Notice. No nonpayment default in respect of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not no less than 90 days.
Appears in 1 contract
Samples: Indenture (Houston Exploration Co)
Default on Designated Senior Debt. (a) Neither No Obligor may make, and neither the Company Trustee nor any holder of the Guarantors Subordinated Debt of an Obligor may make accept, any payment in respect of the Notes Subordinated Debt of such Obligor (except in respect of Permitted Junior Securities or from the trusts trust pursuant to Article Eight hereof):
(1) in the event of and during the continuation of any default in the payment of principal of, interest or premium, if any, on or any other amount due with respect to any Designated Senior Debt (without regard to any grace or cure period) or (2) in the event that any event of default (other than a payment default described under Article 8 in clause (1)) with respect to any Designated Senior Debt shall have occurred and Article 11 hereofbe continuing and shall have resulted in such Designated Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable; or
(b) if:if any event of default other than as described in Section 10.03(a) above with respect to any Designated Senior Debt shall have occurred and be continuing permitting the holders of such Designated Senior Debt (or their Representative or Representatives) to declare such Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable (whether or not such Designated Senior Debt actually becomes or is declared due and payable prior to the date on which it would otherwise have become due and payable):
(i) a in case of any payment default on any Senior Debt occurs or acceleration specified in clause (a), unless and is continuing beyond any applicable grace period; until such default shall have been cured or waived or such acceleration shall have been rescinded or annulled, or
(ii) in case of any other nonpayment event of default occurs and is continuing specified in Section 10.03(b), during the period (a "Payment Blockage Period") commencing on any series the date the Trustee receives written notice (a "Payment Blockage Notice") of such event of default from the requisite holders or a Representative of the holders of such Designated Senior Debt that permits holders of that series of and ending on the earlier of:
(A) (x) the date, if any, on which such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of which such default relates is paid in full in cash and all commitments and letters or credit thereunder have terminated or expired or (a “Payment Blockage Notice”y) from (a) the date such default is cured or waived in writing in accordance with respect to the instruments governing such Designated Senior Debt arising under by the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerateddate.
(c) No new Payment Blockage Notice may be delivered to the Trustee that would start a new Payment Blockage Period unless and until until: (i) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective Notice; and (ii) all scheduled payments of principal, interest and premium and Liquidated Damages, if any, on the Notes that have come due (other than as a result of any acceleration of the number Notes and other than as a result of defaults with respect any purchase or repurchase of the Notes under Section 4.10 or 4.14 to Designated Senior Debt during the extent such period.
(drepurchase is prohibited by Section 10.14) have been paid in full in cash. No nonpayment default that which existed or was continuing with respect to the Designated Senior Debt on the date of delivery of any Payment Blockage Notice to the Trustee will be, shall be or will be made, made the basis for a the commencement of any subsequent Payment Blockage Notice unless such first-mentioned nonpayment default has been cured or waived for a period of not less than 90 days.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither The Issuers and the Company nor any of the Subsidiary Guarantors may not make any payment or distribution in respect of Obligations with respect to the Notes (except in respect of whether by redemption, purchase, defeasance or otherwise) and may not acquire any Notes for cash or property (other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under any defeasance trust created pursuant to Article 8 hereof, provided that the funding of such trust was permitted) until all principal and Article 11 hereof) other Obligations with respect to the Senior Debt have been paid in full in cash if:
(ia) a default in the payment of any principal, premium, if any, or interest (and other Obligations in the case of the Credit Facilities) on Designated Senior Debt occurs and is continuing; or
(b) any other default on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.11 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 120 days. The Issuers may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: 84 91
(a) in the case of a default referred to in clause (a) of the immediately preceding paragraph, the date upon which the default is cured or waived, or
(b) in the case of a default referred to in clause (b) of the immediately preceding paragraph, the earlier of the date on which such non-payment default is cured or waived and 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee unless the maturity of such Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (Leviathan Finance Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from either of the trusts described under Article 8 created pursuant to Sections 8.01 and Article 11 12.01 hereof) until all principal and other Obligations with respect to the Senior Indebtedness have been paid in full if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodcontinuing; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity Stated Maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may will be delivered effective for purposes of this Section 10.03 unless and until (A) at least 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal of, premium on, if any, and interest, if any, on, the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
(b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, upon the date upon which such default is cured or waived, and
(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the Stated Maturity of any Designated Senior Debt has been accelerated, if this Article 10 otherwise permits such payment, distribution or acquisition at the time of such payment, distribution or acquisition.
Appears in 1 contract
Samples: Indenture (Radio One, Inc.)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors also may not make any payment upon or in respect of the Notes Note (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereofSecurities) if:
if (i) a default in the payment default of the principal of, premium, if any, or interest on any Senior Debt occurs and is continuing beyond any applicable grace period; or
or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that currently, or with the passage of time or giving of notice, permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and and, in the Trustee case of any such default described in this clause (ii), the holder of the Note receives a notice of such default of the type referred to in this clause (ii) (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes Note may and shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
waived in writing by the holders of the applicable Senior Debt and (iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived in writing by the holders of Designated Senior Debt or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) received by the date holder of the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage NoticeNote, unless the maturity of any Designated Senior Debt has been accelerated.
(c) . No new Payment Blockage Notice period of payment blockage may be delivered commenced under clause (ii) above unless and until (i) 360 days have elapsed since the delivery initial effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal of, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Note that have come due have been paid in full in cash. No nonpayment default that existed or and was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will holder of the Note shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been waived in writing or cured or waived for a period of not less than 90 days. In the event that the Company makes any payment to any holder of the Note prohibited by the foregoing, such payment will be required to be held in trust for and paid over to the holders of Senior Debt (or the representative thereof). The holder of the Note will not challenge or contest the enforceability or validity of the New Credit Facility or any obligation, Lien (as defined in the Indenture) or encumbrance thereunder.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither In the Company nor event of and during the continuation of any default in the payment of the Guarantors may make principal of, interest or premium, if any, on any payment Senior Debt, or any Obligation owing from time to time under or in respect of Senior Debt, or in the Notes event that any event of default (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) other than a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (bdefault) with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or
(b) if any event of default other than as described in clause (a) above with respect to any Designated Senior Debt, Debt shall have occurred and be continuing permitting the Representative holders of such Designated Senior Debt. Notwithstanding Debt (or their Representative or Representatives) to declare such Designated Senior Debt due and payable prior to the foregoingdate on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of the Company may make on account of the Notes (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the Notes if date the Company and the Trustee receive written notice approving (a "Payment Notice") of such event of default specifically referring to this Article 10 (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such a payment default or nonpayment event of default) from the Representatives Credit Agent (or other holders of any Designated Senior Debt with respect or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which the Trustee receives written notice from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives), as the case may be, stating that such Designated Senior Debt to which either of the events set forth such default relates is paid in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) full in the case of a payment default, upon the date on which cash or such default is cured or waived; and
waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (ii) in the case of a nonpayment default, upon the earlier of (AC) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives written notice from the Representative for such Credit Agent (or other holders of Designated Senior Debt rescinding or their Representative or Representatives), as the case may be, terminating the Payment Blockage NoticePeriod. During any consecutive 360-day period, unless the maturity aggregate of any Designated Senior Debt has been accelerated.
(c) No new all Payment Blockage Notice may Periods shall not exceed 179 days and there shall be delivered unless and until 360 a period of at least 181 consecutive days have elapsed since the delivery of the immediately prior in each consecutive 360-day period when no Payment Blockage Notice irrespective Period is in effect. No event of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that which existed or was continuing with respect to the Senior Debt for which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee will be, Period commenced shall be or will be made, made the basis for a the commencement of any 73 82 subsequent Payment Blockage Notice Period unless such event of default has been is cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Samples: Indenture (Standard Parking Ii LLC)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution upon or in respect of the Notes Securities, including, without limitation, by way of set-off or otherwise, or redeem (except or make a deposit in respect redemption of), defease or acquire any of Permitted Junior Securities the Securities, for cash, properties or from the trusts described under Article 8 and Article 11 hereof) securities if:
(i) a default in the payment default on of any principal, premium, if any, or interest or other Obligations (a "Payment Default") with respect to Senior Debt of the Company occurs and is continuing beyond any applicable grace periodcontinuing; or
(ii) a default (other than a Payment Default) or any other event that, after notice or passage of time would become a default (a "Non-Monetary Default"), on Senior Debt of the Company occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of Designated the Senior Debt of the Company to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative Section 13.11 hereof. Any number of such Designated Senior Debt. Notwithstanding the foregoingPayment Blockage Notices may be given, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses provided, however, that (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new not more than one Payment Blockage Notice may be delivered unless commenced during any period of 360 consecutive days and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(dii) No nonpayment default any Non-Monetary Default that existed or was continuing on the date of delivery of any such notice to the Trustee (to the extent the holder of Designated Senior Debt, or such trustee or agent, giving such Payment Blockage Notice to had knowledge of the Trustee will be, or will same) shall not be made, the basis for a subsequent Payment Blockage Notice Notice, unless such default has been cured or waived for a period of not less than 90 days. The Company may and shall resume payments on and distributions in respect of the Securities and all Obligations with respect thereto, and may acquire such Securities or Obligations upon the earlier of:
(1) in the case of a Payment Default, the date upon which such default is cured or waived, or
(2) in the case of a Non-Monetary Default, on the earlier of the date on which such Non-Monetary Default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, if the maturity of such Senior Debt of the Company has not been accelerated, if this Article XIII otherwise permits the payment, distribution or acquisition at the time thereof.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution in respect of the Notes Securities of such series (except in respect of other than (A) Permitted Junior Securities or and (B) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt (a “payment default”); or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “Payment Blockage Notice”) from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 11.12 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section 11.03 unless and until (A) at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium, if any, and interest, if any, on the number of defaults with respect to Designated Senior Debt during such period.
(d) Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
(b) The Company may and shall resume payments on and distributions in respect of the Securities of such series upon the earlier of:
(i) the date upon which the default is cured or waived or such Designated Senior Debt is discharged or paid in full, or
(ii) (in the case of a default referred to in clause (ii) Section 11.03(a) hereof 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated.
Appears in 1 contract
Samples: Indenture (West Virginia Management Services Organization, Inc.)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee (subject to the last sentence of Section 10.11 hereof) or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may will be delivered effective for purposes of this Section unless and until (A) at least 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium and Liquidated Damages, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless such default has have been cured or waived for a period of not less than 90 180 days.
(b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, upon the date upon which such default is cured or waived, or
(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (Om Group Inc)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors The Issuers may not make any payment Subordinated Note Payments (other than Permitted Junior Securities) in respect of the Senior Subordinated Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) the Representative with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective and all scheduled payments of principal, interest and premium and Additional Interest, if any, on the number of defaults with respect to Designated Senior Debt during such period.
(d) Subordinated Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
(b) Subordinated Note Payments may and will be resumed by the Issuers:
(1) in the case of a payment default, upon the date on which such default is cured or waived; and
(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived (so long as no other event of default exists) or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated.
(c) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 10.03(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (proportionately to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their representatives) or, if such information is not received from such holders or their representatives, from the Issuers and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt.
Appears in 1 contract
Samples: Indenture (VHS of Anaheim Inc)
Default on Designated Senior Debt. (a) Neither In the Company nor event of and during the continuation of any default in the payment of the Guarantors may make principal of, interest or premium, if any, on any payment Senior Debt, or any Obligation owing from time to time under or in respect of Senior Debt, or in the Notes event that any event of default (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) other than a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (bdefault) with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or
(b) if any event of default other than as described in clause (a) above with respect to any Designated Senior Debt, Debt shall have occurred and be continuing permitting the Representative holders of such Designated Senior Debt. Notwithstanding Debt (or their Representative or Representatives) to declare such Designated Senior Debt due and payable prior to the foregoingdate on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of the Company may make on account of the Notes (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the Notes if date the Company and the Trustee receive written notice approving (a "Payment Notice") of such event of default specifically referring to this Article 10 (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such a payment default or nonpayment event of default) from the Representatives Credit Agent (or other holders of any Designated Senior Debt with respect or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which the Trustee receives written notice from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives), as the case may be, stating that such Designated Senior Debt to which either of the events set forth such default relates is paid in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) full in the case of a payment default, upon the date on which cash or such default is cured or waived; and
waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (ii) in the case of a nonpayment default, upon the earlier of (AC) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives written notice from the Representative for such Credit Agent (or other holders of Designated Senior Debt rescinding or their Representative or Representatives), as the case may be, terminating the Payment Blockage NoticePeriod. During any consecutive 360-day period, unless the maturity aggregate of any Designated Senior Debt has been accelerated.
(c) No new all Payment Blockage Notice may Periods shall not exceed 179 days and there shall be delivered unless and until 360 a period of at least 181 consecutive days have elapsed since the delivery of the immediately prior in each consecutive 360-day period when no Payment Blockage Notice irrespective Period is in effect. No event of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that which existed or was continuing with respect to the Senior Debt for which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee will be, Period commenced shall be or will be made, made the basis for a the commencement of any 73 86 subsequent Payment Blockage Notice Period unless such event of default has been is cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Default on Designated Senior Debt. The Borrower may not make any payment or distribution to the Administrative Agent or any Lender in respect of Obligations with respect to the Bridge Loans and may not acquire from the Administrative Agent or any Lender any Bridge Loans for cash or property (other than securities that are subordinated to at least the same extent as the Bridge Loans to (a) Neither Senior Debt and (b) any securities issued in exchange for Senior Debt) until all principal and other Obligations with respect to the Company nor any of the Guarantors may make any payment Senior Debt have been paid in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) full if:
(i) a default in the payment default of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing; or
(ii) a default, other than a payment default, on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee Administrative Agent receives a notice of such the default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from (a) the Borrower or a Representative with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding If the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving Administrative Agent receives any such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Bridge Loans that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will Administrative Agent shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been waived or cured or waived for a period of not less than 90 days. The Borrower may and shall resume payments on and distributions in respect of the Bridge Loans and may acquire them upon the earlier of:
(1) the date upon which the default is cured or waived, or
(2) in the case of a default referred to in Section 9.3(ii) hereof, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Default on Designated Senior Debt. The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash, securities or other property (other than securities that are subordinated to at least the same extent as the Notes to (a) Neither Senior Debt and (b) any Securities issued in exchange for Senior Debt; provided that such securities paid or distributed to the Company nor any of the Guarantors may make any payment in respect holders of the Notes (except are authorized by an order or decree giving effect, and stating in such order or decree that effect is given, to the subordination of the Notes to the Senior Debt and the provisions of this clause, and made by a court of competent jurisdiction in a reorganization proceeding under any applicable Bankruptcy Law) until all principal and other Obligations with respect of Permitted Junior Securities to the Senior Debt have been paid in full in cash or from the trusts described under Article 8 and Article 11 hereof) Cash Equivalents if:
(i) a default in the payment default of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing; or
(ii) a default, other than a payment default, on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity maturity, and the Trustee receives a written notice of the default from a Person who may give it pursuant to Section 10.12 hereof. If the Trustee receives any such default (notice, a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative subsequent notice received within 360 days thereafter shall not be effective for purposes of such Designated Senior Debtthis Section. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written a notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and default under this paragraph (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall only be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from given by the Representative for such Designated the holders of Senior Debt rescinding under the Payment Blockage Notice, unless Term Loan Agreement or the maturity of any Designated Revolving Credit Agreement if Senior Debt has been accelerated.
is outstanding under the Term Loan Agreement or the Revolving Credit Agreement (cincluding obligations in respect of letters of credit) No new Payment Blockage Notice may at the time such notice is to be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) given. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice such notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice notice unless such default has shall have been cured or waived for a period of not less than 90 180 days, The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) the date upon which the default is cured or waived, or
(2) in the case of a default referred to in Section 10.4(ii) hereof, 179 days pass after notice is received if the maturity of any Designated Senior Debt has not been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition.
Appears in 1 contract
Samples: Indenture (SFC New Holdings Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment payments or distributions with respect to the Notes or any guarantee if (i) any Designated Senior Debt (including principal, premium, if any or interest) or any Obligation owing from time to time under or in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
not paid in full in cash when due (whether at maturity, by acceleration, lapse of time, demand or otherwise) or (ii) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity prior to the date on which it would otherwise have been due and payable and a Responsible Officer of the Trustee receives a notice of such default Default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from the Company or (a1) with respect to Designated Senior Debt arising under the Credit Agreement, from the administrative agent for the lenders thereunder, or (b2) with respect to any other Designated Senior Debt, from a representative of the Representative holders of any such Designated Senior DebtDebt (unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Debt has been paid in full in cash or discharged). Notwithstanding the foregoingHowever, the Company and the Guarantors may make payment on and shall pay the Notes without regard to the foregoing if the Company and a Responsible Officer of the Trustee receive written notice approving such payment from the Representatives trustee, agent or representative, if any, (the "REPRESENTATIVE") for an issue of any Designated Senior Debt with respect to which either of the events set forth in clauses clause (i) and or (ii) of this Section 13.03(a) the immediately preceding sentence has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the followingresumed:
(i) in the case of a payment defaultDefault, upon the earlier of the date on which such default is cured or waived; waived or such Designated Senior Debt has been discharged or paid in full in cash, and,
(ii) in the case of a nonpayment defaultDefault, upon the earlier earliest of (A1) the date on which such nonpayment default Default is cured or waived, or (B2) 179 days after which the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, received unless the maturity of any Designated Senior Debt has been accelerated, (3) the date on which such payment blockage period shall have been terminated by written notice received by a Responsible Officer of the Trustee from the agent under the Credit Agreement as long as Indebtedness under the Credit Agreement shall be outstanding and thereafter by the party initiating such payment blockage period or (4) the date on which such Designated Senior Debt has been discharged or paid in full in cash.
(c) No new Payment Blockage Notice may shall be delivered unless and until (i) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, interest and premium on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days. Following the expiration of any period during which the Company is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company shall be obligated to resume making any and all required payments in respect of the Notes, including any missed payments, unless the maturity of any Designated Senior Debt has been accelerated, and such acceleration remains in full force and effect.
(d) The Company shall give prompt written notice to the Trustee of any default in the payment of any Senior Debt or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not affect the subordination of the Notes to the Senior Debt or the application of the other provisions provided in this Article Eleven.
(e) So long as any Indebtedness is outstanding under the Credit Agreement, only the agent under such Credit Agreement shall be permitted to deliver a Payment Blockage Notice or to otherwise act as the Representative of the holders of Designated Senior Debt.
Appears in 1 contract
Samples: Indenture (Medvest Holdings Corp)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors The Guarantor may not make any payment upon or in respect of the Notes Subordinated Note Obligations (except in respect of Permitted Junior Securities or and payments made from the trusts described under in Article 8 and Article 11 hereofof the Indenture) if:
: (i) a default in the payment default on any of the principal of (including reimbursement obligations in respect of letters of credit), premium, if any, or interest on, or commitment fees related to Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
period of grace, or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt of the Guarantor that permits holders of that series of such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on or the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) or their representative). Payments on the Notes may and shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) . No new Payment Blockage Notice period of payment blockage may be delivered commenced unless and until 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
(a) in the case of a payment default described in clause (i) above, upon the date on which such default is cured or waived or shall have ceased to exist or such Designated Senior Debt shall have been discharged or paid in full in cash or cash equivalents; and (b) in the case of a non-payment default described in clause (ii) above, the earlier of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received (each such period, the "Payment Blockage Period") or (z) the date such Payment Blockage Period shall be terminated by written notice to the Trustee from the requisite holders of such Designated Senior Debt necessary to terminate such period or from their representative.
Appears in 1 contract
Samples: Indenture (Decisionone Corp /De)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors No Subsidiary Guarantor may make any payment in respect of the Notes its Subsidiary Guarantee (except in respect of Permitted Junior Securities or from the trusts described under trust pursuant to Article 8 and Article 11 Thirteen hereof) if:
(i1) a payment default on any Designated Senior Debt of the Company or such Subsidiary Guarantor occurs and is continuing beyond any applicable grace period; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt of the Company or such Subsidiary Guarantor that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice Payment Blockage Notice of such default (a “Payment Blockage Notice”) from (a) the administrative agent under the Credit Agreement or any agent or Representative with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes such Subsidiary Guarantee may and shall be resumed at the first to occur of the followingresumed:
(i1) in the case of a payment defaultdefault on Designated Senior Debt of the Company or such Subsidiary Guarantor, upon the date on which such default is cured or waived; and
(ii2) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) received by the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage NoticeTrustee, unless the maturity of any such Designated Senior Debt of the Company or such Subsidiary Guarantor has been accelerated.
(c) . No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such non-payment default has been cured or waived for a period of not less than 90 dayswaived.
Appears in 1 contract
Samples: Indenture (O Charleys Inc)
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors The Issuers may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under either Issuer of the Credit Agreement, the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may will be delivered effective for purposes of this Section 10.03 unless and until (A) at least 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium and Liquidated Damages, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless such default has have been cured or waived for a period of not less than 90 90-180 days.
(b) The Issuers may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, upon the date upon which such default is cured or waived, or
(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (MagnaChip Semiconductor LTD (United Kingdom))
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors may The Issuer shall not make any payment or distribution of any kind or character in respect of the Notes or set aside funds or make any deposit with the Trustee for such purpose (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereofSecurities) if:
(i) a default (a “payment default default”) in the payment of principal, premium, regularly accruing fees or interest on any Designated Senior Debt of the Issuer occurs and is continuing beyond any applicable grace periodcontinuing; or
(ii) any other default (a “nonpayment default”) occurs and is continuing on any series of Designated Senior Debt of the Issuer that permits holders of that series of Designated Senior Debt of the Issuer to accelerate its maturity and the Trustee receives (with a copy to the Issuer) a written notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under a Representative of the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the followingresumed:
(i) in the case of a payment defaultdefault on Designated Senior Debt of the Issuer, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment defaultdefault on Designated Senior Debt of the Issuer, upon the earlier earliest of (Ax) the date on which such nonpayment default is cured or waivedwaived (so long as no other Event of Default or payment default exists), or (By) 179 days after the date on which the applicable Payment Blockage Notice is received, or received and (Cz) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless unless, in each case, the maturity of any such Designated Senior Debt of the Issuer has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until until:
(i) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective Notice; and
(ii) all scheduled payments of principal, interest and premium on the number of defaults with respect to Designated Senior Debt during such periodNotes that have come due have been paid in full in Cash Equivalents.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 daysconsecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants during the period after the date of delivery of such initial Payment Blockage Notice that, in either case, would give rise to a non-payment default pursuant to any provisions under which a non-payment default previously existed or was continuing shall constitute a new non-payment default for this purpose).
(e) If the Trustee or any Holder receives a payment in respect of the Notes (except in Permitted Junior Securities) when (i) the payment is prohibited by this Article 12 and (ii) in the case of a payment received by the Trustee, the Trustee has actual knowledge that the payment is prohibited (provided that such actual knowledge shall not be required in the case of any payment default on Designated Senior Debt), then the Trustee or the Holder, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Debt of the Issuer. Upon the written request from the applicable Representative of such Senior Debt of the Issuer or if there is any payment default on any Designated Senior Debt, the Trustee or the Holder, as the case may be, shall deliver the amounts in trust to the Representatives of the Senior Debt of the Issuer pursuant to Section 12.11.
Appears in 1 contract
Samples: Indenture (Affinion Group, Inc.)
Default on Designated Senior Debt. The Company shall not, directly or indirectly, (ax) Neither the Company nor any of the Guarantors may make any payment in respect of principal of, premium, if any, or interest or Additional Interest, if any, on the Notes (except in respect of Permitted Junior Securities or from the trusts trust described under in Article 8 and or Article 11 hereofhereof if no default of the kind referred to in clause (i) below had occurred and was continuing, and no Payment Blockage Notice was in effect, at the time amounts were deposited with the Trustee as described therein) or (y) acquire any of the Notes for cash or property or otherwise or make any other distribution with respect to the Notes if:
(i) a payment a. any default on any Senior Debt occurs and is continuing beyond in the payment when due, whether at maturity, upon any applicable grace period; redemption, by declaration or otherwise, of any principal of, premium, if any, or interest on, any Designated Senior Debt of the Company, or
(ii) b. any other default occurs and is continuing on any series of with respect to Designated Senior Debt of the Company that permits holders of that series of the Designated Senior Debt of the Company as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes Company. The Company may and shall be resumed at resume payments on the first to occur of the followingNotes:
(i) a. in the case of a payment default, upon the date on which such default is cured or waived; waived or otherwise has ceased to exist, and
(ii) b. in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt of the Company has been accelerated.
(c) accelerated and such acceleration remains in full force and effect. No new Payment Blockage Notice period of payment blockage may be delivered commenced unless and until 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such nonpayment default has shall have been cured or waived for a period of not less than 90 days. The Company shall give prompt written notice to the Trustee of any default in the payment of any Senior Debt of the Company or any acceleration under any Senior Debt of the Company or under any agreement pursuant to which Senior Debt of the Company may have been issued. Failure to give such notice shall not affect the subordination of the Notes to the Senior Debt of the Company or the application of the other provisions provided in this Article 10.
Appears in 1 contract
Samples: Indenture (Vail Resorts Inc)
Default on Designated Senior Debt. (a) Neither the Company nor any of the The Guarantors may also shall not make any payment upon or in respect of the Notes (except in respect of Permitted Junior Securities securities or from the trusts trust described under Article 8 Section 8.02 and Article 11 hereof8.03) if:
if (i) a default in the payment default of the principal of premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity maturity, and in the case of this clause (ii) only, and the Trustee receives a notice of such default invoking the provisions described in this paragraph (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) or any agent or trustee therefor. Payments on the Notes may and shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or unless a payment default has occurred and is continuing (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless as a result of the maturity of any Designated Senior Debt has having been accelerated.
(c) ). No new Payment Blockage Notice period of payment blockage (other than for a payment default) may be delivered commenced unless and until (i) 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days. Whenever a Guarantor is prohibited from making any payment in respect of the Notes, the Guarantor also shall be prohibited from making, directly or indirectly, any payment of any kind on account of the purchase or other acquisition of the Notes. If any Holder receives any payment or distribution that such Holder is not entitled to receive with respect to the Notes, such Holder shall be required to pay the same over to the holders of Senior Debt.
Appears in 1 contract
Samples: Indenture (Crew J Operating Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors also may not make any payment upon or in respect of the Notes (except in respect that Holders of Notes may receive (i) Permitted Junior Securities or and any other Permitted Junior Securities issued in exchange for any Permitted Junior Securities and (ii) payments and other distributions made from the trusts described under defeasance trust created pursuant to Article 8 and Article 11 hereof) if:
(i) a default in the payment default of the principal of, premium, if any, or interest on any Senior Debt occurs and is continuing beyond any applicable grace periodcontinuing; or
(ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to 58 accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.11 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity no subsequent payment blockage period shall be commenced for purposes of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered this Section 10.03 unless and until (x) 360 days have elapsed since the delivery commencement of the immediately prior Payment Blockage Notice irrespective payment blockage period and (y) all scheduled payments of principal, premium, if any, interest and Liquidated Damages, if any, on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless Notice. The Company may and shall resume payments on the Notes:
(a) in the case of a payment default described in clause (i) above, upon the date on which such default has been is cured or waived, and
(b) in case of a nonpayment default described in clause (ii) above, the earlier of the date on which such nonpayment default is cured or waived for or 179 days after the date on which the applicable Payment Blockage Notice is received, unless a period of not less than 90 dayspayment default on Senior Debt then exists.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither the Company nor any of The Borrower and the Guarantors may not make any payment or distribution to the Administrative Agent or any Lender in respect of any Obligations and may not acquire from the Notes Administrative Agent or any Lender any Loans for cash or property (except in respect of other than Permitted Junior Securities or from Securities) until all principal and other Senior Obligations with respect to the trusts described under Article 8 and Article 11 hereof) Senior Debt have been paid in full in cash if:
(i) a default in the payment default on of any principal or other Senior Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee Administrative Agent receives a notice of such the default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under Section 10.12 hereof. If the Credit Agreement, the administrative agent thereunder, or (b) with respect to Administrative Agent receives any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section 10.4 unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Loans that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will Administrative Agent shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 180 days. The Borrower and the Guarantors may and shall resume payments on and distributions in respect of the Loans and may acquire them upon the earlier of:
(1) the date upon which the default is cured or waived by written notice to the Administrative Agent and the Borrower from the Person or Persons who gave such Payment Blockage Notice and, in the case of Designated Senior Debt that has been accelerated, such acceleration has been rescinded by written noticed to the Administrative Agent and the Borrower, or
(2) in the case of a default referred to in Section 10.4(ii) hereof, 179 days pass after 71 74 notice is received if the maturity of such Designated Senior Debt has not been accelerated, if this Article X otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may shall not make any payment upon or in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts trust described under Article 8 and Article 11 hereof) if:
if (i) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable period of grace period; or
or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, representative of the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (iib) in the case of a nonpayment default, upon the earlier of (Ax) the date on which such nonpayment default is cured or waived, or (By) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Noticein each case, unless the maturity of any Designated Senior Debt has been accelerated.
accelerated or (cz) No new the date on which such Payment Blockage Notice may be delivered unless and until 360 days Period (as defined below) shall have elapsed since been terminated by written notice to the delivery Trustee from the representative of the immediately prior Payment Blockage Notice irrespective holders of the number of defaults with respect to Designated Senior Debt initiating such Payment Blockage Period. During any consecutive 360-day period, the aggregate number of days in which payments due on the Notes may not be made as a result of nonpayment defaults on Designated Senior Debt (a "Payment Blockage Period") shall not exceed 179 days, and there shall be a period of at least 181 consecutive days in each consecutive 360-day period during such period.
(d) which no Payment Blockage Period is in effect. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
Appears in 1 contract
Samples: Indenture (Jitney Jungle Stores of America Inc /Mi/)
Default on Designated Senior Debt. (a) Neither the Company nor If any of the Guarantors may make any payment in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) a payment default on any Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by or on behalf of the Company or any series other Person on its or their behalf with respect to any Obligations on the Notes or to ac- quire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt that permits holders gives notice of that series the event of default to the Trustee (a "DEFAULT NOTICE"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt to accelerate its maturity and terminating the Trustee receives a notice Blockage Period (as defined below), during the 180 days after the delivery of such default Default Notice (a “Payment Blockage Notice”the "BLOCKAGE PERIOD"), neither the Company nor any other Person on its behalf shall (x) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, make any payment of any kind or (b) character with respect to any other Designated Senior Debt, Obligations on the Representative Notes or (y) acquire any of such Designated Senior Debtthe Notes for cash or property or otherwise. Notwithstanding anything to the foregoingcontrary in the immediately preceding sentence, in no event will a Blockage Period extend beyond 180 days from the Company may make date the payment on the Notes if the Company was due and the Trustee receive written notice approving only one such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice Period may be delivered unless and until commenced within any 360 days have elapsed since the delivery consecutive days. No event of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee will Designated Senior Debt shall be, or will be made, the basis for commencement of a subsequent Payment second Blockage Notice Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of not less than 90 daysconsecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).
(b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 10.03(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (PRO RATA to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article 10 shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; PROVIDED that all Senior Debt thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes.
Appears in 1 contract
Samples: Indenture (Symons Corp)
Default on Designated Senior Debt. The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (a) Neither the Company nor any of the Guarantors may make any payment in respect of the Notes (except in respect of Permitted Junior Securities or and (b) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing; or
(ii) a default, other than a payment default, on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreementtrustee, agent or other representative of the administrative agent thereunder, or (b) with respect to any other holders of Designated Senior Debt, or the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of or the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date Company. If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section 10.04 unless and until (i) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium and Liquidated Damages, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent consecutive Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 180 consecutive days. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon:
(1) in the case of a payment default, the date upon which the default is cured or waived, or
(2) in the case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received if the maturity of such Designated Senior Debt has not been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors may The Borrower shall not make any payment (by setoff or otherwise) in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
Loans if (i) a default in the payment default of the principal or premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
period or (ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of any Designated Senior Debt to accelerate its maturity maturity, and the Trustee Lender receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative holders of such Designated Senior DebtDebt or any agent or trustee for such holders. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes Loans may and shall be resumed at the first to occur of the following:
(ix) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (iiy) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or unless a payment default has occurred and is continuing (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless as a result of the maturity of any Designated Senior Debt has having been accelerated.
(c) ). No new Payment Blockage Notice period of payment blockage (other than for a payment default) may be delivered commenced by the holders of any Designated Senior Debt or any agent or trustee for such holders unless and until (A) 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective delivered by the holders of such Designated Debt or any agent or trustee for such holders and (B) all scheduled payments of principal, premium, if any, and interest on the Loans that have come due have been paid in full in cash. No nonpayment default in respect of the number applicable holder of defaults with respect to the Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice in respect of the applicable holder of the Designated Senior Debt to the Trustee will Lender shall be, or will be made, the basis for a subsequent Payment Blockage Notice in respect of the applicable holder of the Designated Senior Debt unless such default has shall have been cured or waived for a period of not less than 90 days.
(b) Whenever the Borrower is prohibited from making any payment in respect of the Loans, the Borrower also shall be prohibited from making, directly or indirectly, any payment of any kind on account of the purchase or other acquisition of the Loans. If the Lender receives any payment or distribution that the Lender is not entitled to receive with respect to the Loans, the Lender shall be required to pay the same over to the holders of Designated Senior Debt, pro rata, or, in the event there are not any such holders, to the holders of Senior Debt, or any representative of such holders under the indenture or other agreement (if any) pursuant to which such Designated Senior Debt or Senior Debt, as the case may be, may have been issued (the “Representative”).
Appears in 1 contract
Samples: Credit Agreement (J Crew Group Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any a default, other default occurs and is continuing than a payment default, on any series of Designated Senior Debt occurs and is continuing that then permits holders of that such series of Designated Senior Debt to accelerate its maturity and the Trustee receives a written notice of such the default (a “"Payment Blockage Notice”") from (a) the holders of or a Representative with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative such series of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, interest, premium and Additional Interest, if any, on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) in the case of a payment default, the date upon which such default is cured or waived, and
(2) in the case of a nonpayment default referred to in Section 10.03(ii) hereof, unless the maturity of any Designated Senior Debt has been accelerated, upon the earliest of the dates on which one of the following events occurs:
(a) the Person who gave the Payment Blockage Notice terminates the blockage period by written notice to the Trustee and the Company;
(b) the default giving rise to the Payment Blockage Notice is cured, waived or otherwise no longer continuing;
(c) the Designated Senior Debt has been discharged or paid in full; or
(d) 179 days after the date on which the applicable Payment Blockage Notice has been received, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (Blount International Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment upon or in respect of the Notes (except payments in respect of Permitted Junior Securities or and payments made from the trusts described under in Article 8 and Article 11 hereof) if:
(ia) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod of grace, if any; or
(iib) any other default occurs and is continuing on with respect to any series of Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on or the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) or their representative). Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
waived and (ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) . No new Payment Blockage Notice period of payment blockage may be delivered commenced unless and until 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has shall have been cured or waived for a period of not less than 90 days.
Appears in 1 contract
Samples: Indenture (Duane Reade Inc)
Default on Designated Senior Debt. The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (i) securities that are subordinated to at least the same extent as the Notes to (a) Neither Senior Debt and (b) any securities issued in exchange for Senior Debt, provided that the Company nor operation of this clause (b) shall not cause the Notes to be treated in any case or proceeding or similar event described in Section 10.03 in the same class of claims as the Guarantors may make Senior Debt or any class of claims pari passu with the Senior Debt for any payment in respect of the Notes or distribution and (except in respect of Permitted Junior Securities or ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series that then permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, holders of the Designated Senior Debt that permits holders of that series of Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.12 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery date of commencement of the payment blockage period resulting from the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice Notice, unless such default has defaults shall have been cured or waived for at least one full 90 consecutive day period commencing after the date of delivery of such Payment Blockage Notice. The Company shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) the date upon which the default is cured or waived, or
(2) in the case of a default referred to in Section 10.04(ii) hereof, 179 days past the date on which the Payment Blockage Notice is received if the maturity of such Designated Senior Debt has not been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition. In no event will a payment blockage period referred to in Section 10.04(ii) hereof extend beyond 179 days from the date of not less than 90 daysthe receipt by the Trustee of the notice and there must be a 181 consecutive day period in any 360-day period during which no payment blockage period is in effect. In the event that, notwithstanding the foregoing, the Company makes any payment or distribution to the Trustee or the Holder of any Note prohibited by the subordination provisions of this Article, then such payment or distribution will be required to be paid over and delivered forthwith to the holders (or their Representative) of Designated Senior Debt.
Appears in 1 contract
Samples: Indenture (Forcenergy Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than (A) Permitted Junior Securities or and (B) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series of Designated Senior Debt that then permits holders of that series of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.11 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (A) at least 360 days shall have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice irrespective and (B) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such Notice.
(b) The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(i) the date upon which the default has been is cured or waived for waived, or
(ii) in the case of a period default referred to in clause (ii) of Section 10.03(a) hereof, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not less than 90 daysbeen accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (Nexstar Broadcasting of the Wichita Falls LLC)
Default on Designated Senior Debt. (a) Neither The Company and the Company nor any of the Subsidiary Guarantors may not make any payment (whether by redemption, purchase, retirements, defeasance or otherwise) upon or in respect of the Notes and the related Guarantees (except other than securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities issued in respect of Permitted Junior Securities or exchange for Senior Debt and payments and other distributions made from any defeasance trust created pursuant to Section 8.1 hereof if the trusts described under applicable deposit does not violate Article 8 or 10 of this Indenture) until all principal and Article 11 hereof) other Obligations with respect to the Senior Debt of the Company have been paid in full if:
(i) a default in the payment default of any principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodoccurs; or
(ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and If the Trustee receive written notice approving receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until 360 days shall have elapsed since the date of commencement of the payment blockage period resulting from the Representatives immediately prior Payment Blockage Notice. No nonpayment default in respect of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice. The Company shall resume payments on and distributions in respect of the Notes and any Subsidiary Guarantor shall resume making payments and distributions pursuant to the Guarantees upon:
(1) in the case of a default referred to in Section 10.4(i) hereof the date upon which the default is cured or waived, or
(2) in the case of a default referred to in Section 10.4(ii) hereof, the earliest of (1) the date on which such nonpayment default is cured or waived, (2) the date the applicable Payment Blockage Notice is retracted by written notice to the Trustee and (3) 90 days after the date on which the applicable Payment Blockage Notice is received unless such default (A) the maturity of any Designated Senior Debt has been cured accelerated or waived for (B) a period Default or Event of not less than 90 daysDefault under Section 6.1(9) or (10) has occurred and is continuing, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (Lomak Petroleum Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (except in respect of other than Permitted Junior Securities or and payments made from the trusts described under Article 8 and Article 11 trust created pursuant to Section 8.01 hereof) if:
(i1) a payment default on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodcontinuing; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on or the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives holders of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuingDebt.
(b) Payments The Company may and will resume payments on and distributions in respect of the Notes and may and shall be resumed at acquire them upon the first to occur of the followingearlier of:
(i1) in the case of a payment default, upon the date on which such default is cured or waived; , and
(ii2) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) received by the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage NoticeTrustee, unless the maturity of any Designated Senior Debt has been accelerated, if this Article 10 otherwise permits such payment, distribution or acquisition at the time of such payment, distribution or acquisition. The period during which the Company is prohibited from making payments or distributions in respect of the Notes or acquiring any Notes as described in this Section 10.03 is referred to as the “Payment Blockage Period.” Notwithstanding anything in this Article 10 or the Notes to the contrary,
(c1) No new in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior initiating such Payment Blockage Notice irrespective Period,
(2) there shall be a period of the number of defaults at least 186 consecutive days in each 365-day period when no Payment Blockage Period is in effect, and
(3) not more than one Payment Blockage Period with respect to Designated Senior Debt during such period.
(d) the Notes may be commenced within any period of 365 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will may be, or will may be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 1 contract
Default on Designated Senior Debt. (a) Neither the Company nor any of the Guarantors The Issuer may not make any payment in respect of the Notes (except in respect of Permitted Junior Securities or and payments made from the trusts described under trust pursuant to Article 8 and Article 11 VIII hereof) if:
(i1) a payment default on any Designated Senior Debt of the Issuer occurs and is continuing beyond any applicable grace period; or
(ii2) any other default occurs and is continuing on any series of Designated Senior Debt of the Issuer that permits holders of that series of Designated Senior Debt of the Issuer to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from (a) with respect to the Representative of the holders of any such Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuingIssuer.
(b) Payments on the Notes may and shall be resumed at the first to occur of the followingresumed:
(i1) in the case of a payment defaultdefault on Designated Senior Debt of the Issuer, upon the date on which such default is cured or waived; and
(ii2) in the case of a nonpayment defaultany default referred to in Section 10.03(a)(2) on Designated Senior Debt of the Issuer, upon the earlier of (Ax) the date on which such nonpayment default is cured or waived, or (By) 179 days after the date on which the applicable Payment Blockage Notice is received, received or (Cz) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless in each case the maturity of any such Designated Senior Debt of the Issuer has been acceleratedaccelerated (and has not been rescinded).
(c) No new Payment Blockage Notice may be delivered unless and until until:
(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective Notice; and
(2) all scheduled payments of principal, interest and premium, if any, on the number of defaults with respect to Designated Senior Debt during such periodNotes that have come due have been paid in full in cash.
(d) No nonpayment default referred to in Section 10.03(a)(2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 1 contract
Samples: Indenture (Nortek Inc)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may shall not make any payment in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under pursuant to Article 8 and Article 11 hereofEight or Section 11.01) if:
(i) a default (a “payment default default”) in the payment of principal, premium or interest on any Designated Senior Debt of the Company occurs and is continuing beyond any applicable grace periodcontinuing; or
(ii) any other default (a “nonpayment default”) occurs and is continuing on any series of Designated Senior Debt of the Company that permits holders of that series of Designated Senior Debt of the Company to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Debt arising under a representative of the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the followingresumed:
(i) in the case of a payment defaultdefault on Designated Senior Debt of the Company, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment defaultdefault on Designated Senior Debt of the Company, upon the earlier of (Ax) the date on which such nonpayment default is cured or waived, or (By) 179 days after the date on which the applicable Payment Blockage Notice is received, or received and (Cz) the date the Trustee receives notice notes from the Representative representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless unless, in each case, the maturity of any such Designated Senior Debt of the Company has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until until:
(i) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective Notice; and
(ii) all scheduled payments of principal, interest and premium and Additional Interest, if any, on the number of defaults with respect to Designated Senior Debt during such periodNotes that have come due have been paid in full in cash or Cash Equivalents.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.
Appears in 1 contract
Samples: Indenture (Hexacomb CORP)
Default on Designated Senior Debt. (a) Neither The Company and the Company nor any of the Subsidiary Guarantors may not make any payment (whether by redemption, purchase, retirements, defeasance or otherwise) upon or in respect of the Notes and the related Guarantees (except other than securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities issued in respect of Permitted Junior Securities or exchange for Senior Debt and payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof if the trusts described under applicable deposit does not violate Article 8 or 10 of this Indenture) until all principal and Article 11 hereof) other Obligations with respect to the Senior Debt of the Company have been paid in full if:
(i) a default in the payment default of any principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace periodoccurs; or
(ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and If the Trustee receive written notice approving receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until 360 days shall have elapsed since the date of commencement of the payment blockage period resulting from the Representatives immediately prior Payment Blockage Notice. No nonpayment default in respect of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice. The Company shall resume payments on and distributions in respect of the Notes and any Subsidiary Guarantor shall resume making payments and distributions pursuant to the Guarantees upon:
(1) in the case of a default referred to in Section 10.04(i) hereof the date upon which the default is cured or waived, or
(2) in the case of a default referred to in Section 10.04(ii) hereof, the earliest of (1) the date on which such nonpayment default is cured or waived, (2) the date the applicable Payment Blockage Notice is retracted by written notice to the Trustee and (3) 90 days after the date on which the applicable Payment Blockage Notice is received unless such default (A) the maturity of any Designated Senior Debt has been cured accelerated or waived for (B) a period Default or Event of not less than 90 daysDefault under Section 6.01(9) or (10) has occurred and is continuing, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Indenture (Range Resources Corp)
Default on Designated Senior Debt. (a) Neither the The Company nor any of the Guarantors may not make any payment upon or in respect of the Notes (except in respect of Permitted Junior Securities or from the trusts described under Article 8 and Article 11 hereof) if:
(i) a default in the payment default of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
(ii) any other default occurs and is continuing on any series of with respect to Designated Senior Debt that permits holders of that series of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under the Credit Agreement, Company or the administrative agent thereunder, or (b) with respect to holders of any other Designated Senior Debt, the Representative of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and Securities shall be resumed at the first to occur of the following:
(ia) in the case of a payment default, upon the date on which such default is cured or waived; and
, and (iib) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, waived or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) . No new Payment Blockage Notice period of payment blockage may be delivered commenced unless and until (i) 360 days have elapsed since the delivery effectiveness of the immediately prior Payment Blockage Notice, and (ii) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No more than one Payment Blockage Notice irrespective of to the number of defaults Trustee may be given in any 360 day period. No nonpayment default with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice period of any payment blockage with respect to the Trustee Designated Senior Debt initiating such period of payment blockage will be, or will be madecan be, made the basis for of the commencement of a subsequent Payment Blockage Notice second period of payment blockage, unless such default has been cured or waived for a period of not less than 90 30 consecutive days. Section 1304. Acceleration of Securities. -------------------------- If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.
Appears in 1 contract
Samples: Indenture (Concentric Network Corp)
Default on Designated Senior Debt. (a) Neither The Issuer and the Company nor any of the Guarantors Guarantor may not make any payment (whether by redemption, purchase, retirement, defeasance or otherwise) to the Trustee or any Holder in respect of obligations with respect to the Notes (except in respect of Permitted Junior Securities or and the related Guarantees and may not acquire from the trusts described under Trustee or any Holder any Securities (other than payments and other distributions made from any defeasance trust created pursuant to Section 8.2 hereof if the applicable deposit does not violate Article 8 or 10 of this Indenture) until all principal and Article 11 hereof) other obligations with respect to the Senior Debt of the Issuer have been paid in full if:
(i1) a default in the payment default of any principal of, premium, if any, or interest on any Designated Senior Debt occurs; or
(2) a default, other than a payment default, on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
that then permits, or with the giving of notice or passage of time or both (iiunless cured or waived) any other default occurs and is continuing on any series would permit, holders of the Designated Senior Debt that permits holders of that series of Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect to Designated Senior Debt arising under a person who is a Representative of the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative holders of such Designated Senior Debt. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and If the Trustee receive written notice approving receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until 360 days shall have elapsed since the date of commencement of the payment blockage period resulting from the Representatives immediately prior Payment Blockage Notice. No nonpayment default in respect of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice irrespective of the number of defaults with respect to Designated Senior Debt during such period.
(d) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless such Notice. The Issuer shall resume payments on and distributions in respect of the Securities and may acquire them and and the Guarantor shall resume making payments and distributions pursuant to the Guarantees upon:
(a) in the case of a default has been referred to in Section 10.4(1) hereof the date upon which the default is cured or waived for waived, or
(b) in the case of a period default referred to in Section 10.4(2) hereof, the earliest of not less than 90 days(1) the date on which such nonpayment default is cured or waived, (2) the date the applicable Payment Blockage Notice is retracted by written notice to the Trustee from the Person who is a Representative of the holders of the relevant Designated Senior Debt and (3) 179 days after the date on which the applicable Payment Blockage Notice is received unless (A) any of the events described in Section 10.4(1) hereof has occurred and is continuing or (B) a Default or Event of Default under Section 6.1(8) or (9) has occurred, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.
Appears in 1 contract
Samples: Subordinated Indenture (Mesa Inc)
Default on Designated Senior Debt. The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (i) securities that are subordinated to at least the same extent as the Notes to (a) Neither Senior Debt and (b) any securities issued in exchange for Senior Debt, provided that the Company nor operation of this clause (b) shall not cause the Notes to be treated in any case or proceeding or similar event described in section 10.03 in the same class of claims as the Guarantors may make Senior Debt or any class of claims pari passu with the Senior Debt for any payment in respect of the Notes or distribution and (except in respect of Permitted Junior Securities or ii) payments and other distributions made from the trusts described under Article 8 and Article 11 any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if:
(i) a default in the payment default on of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace periodperiod in the agreement, indenture or other document governing such Designated Senior Debt; or
(ii) any a default, other default than a payment default, on Designated Senior Debt occurs and is continuing on any series that then permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, holders of the Designated Senior Debt that permits holders of that series of Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such the default (a “"Payment Blockage Notice”") from (a) with respect a Person who may give it pursuant to Designated Senior Debt arising under the Credit Agreement, the administrative agent thereunder, or (b) with respect to any other Designated Senior Debt, the Representative of such Designated Senior DebtSection 10.12 hereof. Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of any Designated Senior Debt with respect to which either of the events set forth in clauses (i) and (ii) of this Section 13.03(a) has occurred and is continuing.
(b) Payments on the Notes may and shall be resumed at the first to occur of the following:
(i) in the case of a payment default, upon the date on which such default is cured or waived; and
(ii) in the case of a nonpayment default, upon the earlier of (A) the date on which such nonpayment default is cured or waived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received, or (C) the date If the Trustee receives notice from the Representative for any such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated.
(c) No new no subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and until (i) at least 360 days shall have elapsed since the delivery date of commencement of the payment blockage period resulting from the immediately prior Payment Blockage Notice irrespective and (ii) all scheduled payments of principal, premium, if any, and interest on the number of defaults with respect to Designated Senior Debt during such period.
(d) Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will shall be, or will be made, the basis for a subsequent Payment Blockage Notice unless Notice; provided that, in the case of a breach of a particular financial covenant, the Company shall have been in compliance for at least one full 90 consecutive day period commencing after the date of delivery of such Payment Blockage Notice. The Company shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:
(1) the date upon which the default has been is cured or waived for waived, or
(2) in the case of a default referred to in Section 10.04(ii) hereof, 179 days past the date on which the Payment Blockage Notice is received if the maturity of such Designated Senior Debt has not been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition. In no event will a payment blockage period extend beyond 179 days from the date of not less than 90 daysthe receipt by the Trustee of the notice and there must be a 181 consecutive day period in any 360-day period during which no payment blockage period is in effect. In the event that, notwithstanding the foregoing, the Company makes any payment or distribution to the Trustee or the holder of any Note prohibited by the subordination provision of the Indenture, then such payment or distribution will be required to be paid over and delivered forthwith to the holders (or their representative) of Designated Senior Debt.
Appears in 1 contract
Samples: Indenture (Forcenergy Inc)