Common use of IMPAIRMENT OF CAPITAL Clause in Contracts

IMPAIRMENT OF CAPITAL. If, even after giving effect to the provisions of Section 7.1 hereof, the Company is prohibited by the terms of any of the Senior Debt Documents from issuing a promissory note for the balance of the repurchase price as contemplated by Section 7.1 or is prohibited by law from repurchasing any of the Shares which it is obligated to repurchase hereunder due to any existing or prospective impairment of its capital, the closing of such repurchase shall be delayed until the first date on which the Company is permitted by the terms of any such Senior Debt Documents to repurchase such Shares and has sufficient capital to lawfully repurchase such Shares (the "Delayed Closing Date"). Where practicable, the Company will continue to use all reasonable efforts to obtain any necessary consents or waivers from the Company's or its Subsidiaries' Lenders to permit the closing to occur in accordance with Section 7.1. In the event of any such delay, (i) the Company will be obligated to pay, on the Delayed Closing Date, interest on the repurchase price for such Shares (x) at the rate of five percent (5%) per annum for the first year from the date on which the closing of the repurchase of such Shares was originally scheduled to occur to the Delayed Closing Date, (y) at a rate of seven and one half percent (7.5%) per annum for the second year from the date on which the closing of the repurchase of such Shares was originally scheduled to occur to the Delayed Closing Date and (z) at a rate of ten percent (10%) per annum thereafter until the Delayed Closing Date and (ii) the Stockholder shall remain bound by the restrictions on Transfer contained herein during such delay; provided, that the Company shall not be required to issue a promissory note to evidence its payment obligation to the extent such issuance is prohibited by the terms of such Senior Debt Documents. If the Company issues to the Stockholder a promissory note in connection with the closing of the repurchase of the Shares on the Delayed Closing Date, the initial interest rate for such promissory note will be determined as if such promissory note was issued on the date interest began accruing on the repurchase price for the Shares under this Section 7.2.