No Payment on Securities in Certain Circumstances. (a) No payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities) or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebted ness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De fault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities, or to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose). (c) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris diction) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.
Appears in 1 contract
No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment may be (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company on account of the principal of, premium, if any, of or interest on the Securities (including any repurchases of Securities) or on account of any other monetary obligation for the payment of money due Additional Interest on the Securities, including whether pursuant to the redemption provisions terms of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization upon ac- celeration, pursuant to the Bankruptcy Laws of any jurisdiction), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) an Offer to Purchase or otherwise, unless and until all principal ofshall be made if, premiumat the time of such payment, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of there exists a default in the payment of all or any principal of, premium, if any, or interest on Senior Indebted ness portion of the Company when it becomes due and payableobligations on any Designated Senior Indebtedness, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a "Payment De fault")otherwise, unless and until such Payment Default has default shall not have been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening bene- fits of an this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (other than a "Payment DefaultBlockage Notice" ) that permits from the holder or holders of such Designated Senior Indebtedness (or a the trustee or agent acting on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice")Indebtedness, then, unless and until such default or event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Indebtedness has been discharged or repaid in full in cash, no direct or indirect payment may (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities, or to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).78
(cb) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris diction) shall be received by the Trustee or the Holders at a time any Holder when such payment or distribution is prohibited by the foregoing provisions, Sec- tion 8.02
(a) such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trustee or such Holdersto, as the case may be, to the holders of such Designated Senior Indebtedness remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) Indebted- ness or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay (orthat, with respect to Senior Indebtedness other than upon notice from the Credit Agreement to provide for the payment) of all such Senior Indebtedness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution Trustee to the holders of Designated Senior Indebtedness that such prohibited payment has been made, the holders of the Designated Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on the Designated Senior Indebtedness., if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Designated Senior Indebtedness. 79
Appears in 1 contract
No Payment on Securities in Certain Circumstances. (a) No payment may (by set-off or otherwise) shall be made by or on behalf of the Company or a Guarantor, as applicable, on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities) ), or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with or from a reorganization pursuant to the Bankruptcy Laws of any jurisdictionDefeasance Trust), (i) upon the maturity of any Senior Indebtedness Debt of the Company or such Guarantor, as applicable, by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness Debt are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, or such payment is duly provided for), ) or otherwise to the extent such holders expressly acknowledge accept satisfaction of amounts due by settlement in other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebted ness Debt of the Company or such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultPAYMENT DEFAULT"), unless and until (in the case of both (i) and (ii)) such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders holder of Senior Indebtedness (or a trustee or agent on behalf of such holders) Debt to declare such Senior Indebtedness Debt to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 50 million principal amount outstanding of any Designated other Senior Indebtedness Debt or their representative (a "Payment NoticePAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any, or interest on the Securities, or to repurchase Securities (including any repurchases of any of the Securities), or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (case, other than payments made with Junior Securities issued in connection with or from a reorganization pursuant to the Bankruptcy Laws of any jurisdiction)Defeasance Trust. Notwithstanding the foregoing, unless the Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage PeriodPAYMENT BLOCKAGE PERIOD") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and the Guarantors shall be required, unless the provisions described in Section 12.02(a) are then applicable, required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, PROVIDED that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, unless such other Payment Blockage Period is commenced by a Payment Notice from the Representative under the Credit 80 Agreement and such event of default shall have been cured or any breach of any financial covenant waived for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)at least 90 consecutive days.
(c) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, Upon any payment or distribution of assets of the Company (other than Junior Securities issued or any Guarantor upon any dissolution, winding up, total or partial liquidation or reorganization of the Company or a Guarantor, whether voluntary or involuntary, in connection with bankruptcy, insolvency, receivership or a reorganization pursuant to the Bankruptcy Laws of any juris diction) shall be received by the Trustee similar proceeding or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust upon assignment for the benefit of creditors or any marshalling of assets or liabilities, the holders provisions of such Senior Indebtedness, and Section 13.3 of this Indenture shall apply. The subordination provisions hereof shall continue to be paid effective or delivered by the Trustee or such Holdersbe reinstated, as the case may be, to the holders if at any time any payment of any Senior Debt is rescinded or must otherwise be returned by any holder of such Senior Indebtedness remaining unpaid (orDebt upon the insolvency, with respect to Senior Indebtedness other than bankruptcy or reorganization of the Credit AgreementCompany, unprovided for) any Guarantor or to their representative or representativesotherwise, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of all as though such Senior Indebtedness may have payment has not been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednessmade.
Appears in 1 contract
Samples: Indenture (Sun Healthcare Group Inc)
No Payment on Securities in Certain Circumstances. (a) No payment may be made by or on behalf of the Company on account of the principal of, premium, if any, interest on, or interest on Liquidated Damages with respect to, the Securities, or to acquire any of the Securities (including any repurchases of Securities) or on account of any other monetary obligation for Securities at the payment of money due on the Securities, including the redemption provisions option of the Securities, Holder pursuant to a Repurchase Offer) for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to Securities), or on account of the Bankruptcy Laws redemption provisions of any jurisdiction)the Securities, (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash (or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such prompt payment thereof is duly provided forfor in cash), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on any Senior Indebted ness of the Company Indebtedness when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (collectively, a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits permits, or would permit, with (w) the passage of time, (x) the giving of notice, (y) the making of any payment of the Securities then required to be made, or (z) any combination thereof (collectively, a "Non- Payment Default"), the holders of Senior Indebtedness having a principal amount then outstanding in excess of $10,000,000 (or a trustee or agent on behalf of such holders) with respect to declare such which Senior Indebtedness the holders are obligated to be due and payable lend the Company in excess of $10,000,000 principal amount) or their representative immediately to accelerate its maturity and (ii) written notice of such event of default Non-Payment Default given to the Company and the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million 10,000,000 principal amount outstanding of any Designated such Senior Indebtedness (or holders of commitments to lend an aggregate of at least $10,000,000 principal amount of Senior Indebtedness) or their representative (a 52 "Payment Notice"), then, unless and until such event of default Non-Payment Default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, interest on, or interest on Liquidated Damages with respect to, the Securities, or to acquire or repurchase any of the SecuritiesSecurities for cash or property, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction)Securities. Notwithstanding the foregoing, unless (i) the Senior Indebtedness in respect of which such event of default Non- Payment Default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period"), and (ii) and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not Not more than one Payment Notice shall may be given within a period in any consecutive 365-day period, irrespective of the number of defaults with respect to Senior Indebtedness during such period. In no event, however, may the total number of days during which any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether is or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that Periods are in effect exceed 179 days in the aggregate during any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)consecutive 365-day period.
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee for the benefit of the Holders or the Holders or any Paying Agent for the benefit of the Holders at a time when such payment or distribution is prohibited by the foregoing provisionsprovisions of this Section 12.2, then such payment or distribution (subject to the provisions of Article VII and Sections 12.6, 12.7 and 12.12) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of such Senior IndebtednessIndebtedness of the Company, and shall be paid or delivered by the Trustee or such HoldersHolders or such Paying Agent, as the case may be, to the holders of such Senior Indebtedness of the Company remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such the Senior Indebtedness of the Company held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to of the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Company in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due full after giving effect to any concurrent payment or and distribution to the holders of such Senior Indebtedness.
Appears in 1 contract
Samples: Indenture (Halter Marine Group Inc)
No Payment on Securities in Certain Circumstances. (a) No payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on (including any Additional Amounts or Additional Interest) on, the Securities, or to acquire any of the Securities (including any repurchases of Securities) or on account of any other monetary obligation for Securities at the payment of money due on the Securities, including the redemption provisions option of the Securities, Holder) for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to Securities), or on account of the Bankruptcy Laws redemption provisions of any jurisdiction)the Securities, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash (or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on any Senior Indebted ness Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration acceleration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Designated Senior Indebtedness (or a trustee or agent on behalf of such holders) their representative immediately to declare such Senior Indebtedness to be due and payable accelerate its maturity and (ii) written notice of such event of default given to the Company and the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million 5,000,000 principal amount outstanding of any such Designated Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on (including any Additional Amounts or Additional Interest) on, the Securities, or to acquire or repurchase any of the SecuritiesSecurities for cash or property, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to of the Bankruptcy Laws of any jurisdiction)Company. Notwithstanding the foregoing, unless (i) the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period"), and (ii) and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)Period.
(c) In furtherance of the provisions of Section 12.0111.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0211.2, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisionsprovisions of this Section 11.2, then such payment or distribution (subject to the provisions of Section 11.7) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of such Senior IndebtednessIndebtedness of the Company, and shall be paid or delivered by the Trustee or such HoldersHolders or such Paying Agent, as the case may be, to the holders of such Senior Indebtedness of the Company remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) , or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such the Senior Indebtedness of the Company held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to of the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Company in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due full after giving effect to any concurrent payment or and distribution to the holders of such Senior Indebtedness.
Appears in 1 contract
Samples: Indenture (Platinum Technology Inc)
No Payment on Securities in Certain Circumstances. (a) No payment may (by set-off or otherwise) shall be made by or on behalf of the Company or a Guarantor, as applicable, on account of any Obligation in respect of the Securities, including the principal of, premium, if any, or interest or Liquidated Damages on the Securities (including any repurchases of Securities) ), or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdictionSecurities), (i) upon the maturity of any Senior Indebtedness Debt of the Company or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness Debt are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, or such payment is duly provided for), ) or otherwise to the extent such holders expressly acknowledge accept satisfaction of amounts due by settlement in other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebted ness Debt of the Company or such Guarantor when it becomes due and payable, whether at maturity maturity, or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) Default that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) Debt to declare such Senior Indebtedness Debt to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 10.0 million principal amount outstanding of any Designated other Senior Indebtedness Debt or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company or any Guarantor which is an obligor under such Senior Debt on account of any Obligation in respect of the Securities, including the principal of, premium, if any, or interest on the Securities, or to repurchase (including any repurchases of any of the Securities), or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (case, other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction)Securities. Notwithstanding the foregoing, unless the Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company and the Guarantors shall be required, unless the provisions described in Section 12.02(a) are then applicable, required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; providedPROVIDED, howeverHOWEVER, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any subsequent breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is an event that would also have been a separate breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2, any payment or distribution of assets of the Company or any Guarantor (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisionsprovisions of this Section 12.2, such payment or distribution shall be held in trust for the benefit of the holders of such Senior IndebtednessDebt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness Debt remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement or to provide for the payment) payment of all such Senior Indebtedness Debt in full, full in cash or Cash Equivalents or otherwise to the extent holders expressly acknowledge accept satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt.
Appears in 1 contract
No Payment on Securities in Certain Circumstances. (a) No payment may shall be made by or on behalf of the Company on account of the principal of, premium, premium (if any, ) or interest on or any Additional Amounts with respect to the Securities of any series or to acquire any of such Securities (including any repurchases of such Securities pursuant to the provisions hereof or thereof at the option of the Holder of such Securities) or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to securities of the Bankruptcy Laws of any jurisdiction), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided forCompany), or otherwise to the extent on account of any redemption provisions of such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash EquivalentsSecurities, or (ii) in the event of default in the payment of any principal of, premium, premium (if any, ) or interest on any Senior Indebted ness Indebtedness of the Company when it the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no No payment may shall be made by or on behalf of the Company on account of the principal of, premium, premium (if any, ) or interest on or any Additional Amounts with respect to the Securities, Securities of any series or to repurchase acquire any of such Securities (including any repurchases of such Securities pursuant to the provisions hereof or thereof at the option of the Holder of such Securities) for cash or property (other than Junior securities of the Company), or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the such Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).
(c) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, any payment or distribution event of assets of the Company default (other than Junior Securities issued in connection a Payment Default) with a reorganization pursuant respect to the Bankruptcy Laws of any juris diction) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of Designated Senior Indebtedness permitting the holders of such Designated Senior Indebtedness, and shall be paid Indebtedness (or delivered by the Trustee a trustee or such Holders, as the case may be, to other representative on behalf of the holders of such Senior Indebtedness remaining unpaid (or, with respect thereof) to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.declare such
Appears in 1 contract
Samples: Indenture (Key Energy Services Inc)
No Payment on Securities in Certain Circumstances. (a) No payment of any kind or character from any source may be made by or on behalf of the Company Issuer or a Guarantor, as applicable, on account of the principal of, premium, if any, or interest or Liquidated Damages or Additional Amounts on the Securities (including any repurchases of Securities) Securities and rescission payments), or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued from the trust described in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdictionArticle VIII), (i) upon the maturity of any Senior Indebtedness Debt of the Issuer or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the interest on and interest (and with any fee or other amount due in respect to the Credit Agreement, any other Obligations) on of such Senior Indebtedness Debt are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge accept satisfaction of amounts due by settlement in other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Indebted ness Debt of the Company Issuer or such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "“Payment De fault"Default”), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) Debt to declare such Senior Indebtedness Debt to be due and payable and (ii) prompt written notice of such event of default given to the Trustee by the Representative under the Credit Agreement or the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated other Senior Indebtedness Debt or their representative (a "“Payment Blockage Notice"”), then, unless and until such event of default has been cured or waived or otherwise has ceased to existexist (including by reason of the repayment in full of such Senior Debt in cash or Cash Equivalents), no payment (by set-off or otherwise) may be made by or on behalf of the Company Issuer or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any, any or interest or Liquidated Damages or Additional Amounts on the Securities, or to repurchase including any repurchases of the SecuritiesSecurities and rescission payments, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued from the trust described in connection with Article VIII; provided, however, that so long as the Credit Agreement is in effect, a reorganization pursuant to Payment Blockage Notice may only be given by the Bankruptcy Laws of any jurisdiction)Representative under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the foregoingimmediately preceding sentence, unless the Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "“Payment Blockage Period"”) (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company Issuer and the Guarantors shall be required, unless the provisions described in Section 12.02(a) are then applicable, required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Blockage Notices may be given; provided, however, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent actionPeriod, unless such event of default shall have been cured or any breach of any financial covenant waived for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)not less than 90 days.
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2 or the provisions of Section 12.3, any payment or distribution of assets of the Company (other than from the trust described in Article VIII and, in the case of Section 12.3, payment by way of the issuance of Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing such provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior IndebtednessDebt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness Debt remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Debt in full, full in cash or Cash Equivalents or otherwise to the extent holders expressly acknowledge accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt.
Appears in 1 contract
Samples: Indenture (Kerzner International Employment Services LTD)
No Payment on Securities in Certain Circumstances. (a) No payment may be made by or on behalf of the Company on account of the principal of, premium, if any, interest on, or interest on Liquidated Damages with respect to, the Securities, or to acquire any of the Securities (including any repurchases of Securities) or on account of any other monetary obligation for Securities at the payment of money due on the Securities, including the redemption provisions option of the Securities, Holder pursuant to a Repurchase Offer) for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to Securities), or on account of the Bankruptcy Laws redemption provisions of any jurisdiction)the Securities, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash (or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on any Senior Indebted ness Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits permits, or would permit, with (w) the passage or time, (x) the giving of notice, (y) the making of any payment in respect of the Securities then required to be made, or (z) any combination thereof (collectively, a "Non-Payment Default"), the holders of Senior Indebtedness having a principal amount then outstanding in excess of $3,000,000 (or a trustee or agent on behalf of such holders) with respect to declare such which Senior Indebtedness the holders are obligated to be due and payable lend the Company in excess of $3,000,000 principal amount) or their representative immediately to accelerate its maturity and (ii) written notice of such event of default NonPayment Default given to the Company and the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million 3,000,000 principal amount outstanding of any Designated such Senior Indebtedness (or holders of commitments to lend an aggregate of at least $3,000,000 principal amount of Senior Indebtedness) or their representative (a "Payment Notice"), then, unless and until such event of default Non-Payment Default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, interest on, or interest on Liquidated Damages with respect to, the Securities, or to acquire or repurchase any of the SecuritiesSecurities for cash or property, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction)Securities. Notwithstanding the foregoing, unless (i) the Senior Indebtedness in respect of which such event of default Non-Payment Default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period"), and (ii) and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not Not more than one Payment Notice may be given in any 365-day period, irrespective of the number of defaults with respect to Senior Indebtedness during such period. However, if any Payment Notice within such 365-day period is given by or on behalf of any holders of Senior Indebtedness other than under the Loan Agreement, the agent under the Loan Agreement shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such permitted to give another Payment Notice or within such 365-day period. In no event, however, may the commencement total number of such days during which any Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that Periods are in effect exceed 179 days in the aggregate during any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)consecutive 365-day period.
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the foregoing provisionsprovisions of this Section 12.2, then such payment or distribution (subject to the provisions of Section 12.7) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of such Senior IndebtednessIndebtedness of the Company, and shall be paid or delivered by the Trustee or such HoldersHolders or such Paying Agent, as the case may be, to the holders of such Senior Indebtedness of the Company remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such the Senior Indebtedness of the Company held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to of the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Company in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due full after giving effect to any concurrent payment or and distribution to the holders of such Senior Indebtedness.
Appears in 1 contract
No Payment on Securities in Certain Circumstances. (a) No payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities) or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction), (i) upon Upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, thereof and interest (thereon and other amounts due in connection therewith shall first be paid in full, or such payment duly provided for in accordance with respect the terms of such indebtedness or in a manner otherwise satisfactory to the Credit Agreementholders of such Senior Indebtedness, before any other Obligationspayment is made
(i) on such Senior Indebtedness are first paid in full in cash account of principal of or Cash Equivalents (interest on the Securities or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or
(ii) in to acquire any of the event of default in the payment of any principal of, premium, if any, securities for cash or interest on Senior Indebted ness property other than Capital Stock of the Company when it becomes due and payable, whether at maturity or at a date fixed or
(iii) on account of the redemption provisions for prepayment or by declaration or otherwise (a "Payment De fault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to existthe Securities.
(b) Upon (i) the happening of an event of default (other than a Payment Defaultor if an event of default would result upon any payment with respect to the Securities) that permits the holders of with respect to any Senior Indebtedness (or a trustee or agent on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of Indebtedness, as such event of default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof and (if the default is other than (i) default in payment of the principal of or interest on or other amounts due in connection with such Senior Indebtedness or (ii) a default for which notice is required to be sent under the terms of such Senior Indebtedness by the holders thereof or their representative) upon written notice thereof given to the Company and the Trustee by the holders (or a trustee, agent or other representative Holders of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice")or their representative, then, unless and until such event of default has shall have been cured or waived or otherwise has shall have ceased to exist, no payment may shall be made by the Company with respect to the principal of or interest on behalf the Securities or to acquire any of the Company Securities or on account of the principal of, premium, if any, or interest on redemption provisions for the Securities, or to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that if such default is a default other than a default referred to in Clause (i) not more than one Payment Notice shall be given within a period of any 360 consecutive daysthis Section 13.3(b), and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtednessnothing contianed in this Section 13.3(b) shall be made prevent the basis for Company from making payment of interest, when due, on the commencement Securities; and provided further, that if such default has not become the subject of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing pretrial proceedings within 120 days after the expiration occurrence thereof (in the case of such Payment Blockage Period thata default specified in clause (A) of this Section 13.3(b)), then the Company shall resume making any and all required payments in either case, would give rise to a new event respect of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)the Securities.
(c) In furtherance of the event notwithstanding the provisions of this Section 12.0113.3, the Company shall make any payment to the Trustee on account of the principal of or interest on the Securities or on account of the redemption provisions (other than as permitted by Section 13.3(b)), after the happening of an event of default of the type specified in Clause (i) or (ii) of Section 13.3(b) above or after receipt by the Company and the Trustee of written notice as provided in Section 13.3(b) above of any other event of default with respect to any Senior Indebtedness, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, such payment (subject to the provisions of Sections 13.7 and 13.8) shall be held by the Trustee, in trust for the benefit of, and shall be paid forthwith over and delivered to, the holders of Senior Indebtedness ( pro rata as to each of such holders on the basis of the respective amounts of Senior Indebtedness held by them) or their representative, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any default under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been issued.
Section 13.4. Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Company. Upon any distribution of assets of the Company upon any dissolution, winding up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditor or otherwise):
(a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full (or to have such payment duly proved for) of the principal thereof and interest due thereon and other amounts due in connection therewith before the Holders are entitled to receive any payment on account of the principal of or interest on the Securities;
(b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders or the Trustee on behalf of the Holders would be entitled except for the provisions of this article, shall be paid by the liquidating trustee or agent or other person making such payment or distribution directly to the holders of Senior Indebtedness or their representative to the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution nor provision therefor to the holders of such Senior Indebtedness; and
(c) in the event that, notwithstanding the foregoing provisions of this Section 12.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris diction) kind or character, whether in cash, property or securities, shall be received by the Trustee or the Holders at a time when such payment or distribution any Paying Agent (or, if the Company is prohibited by the foregoing provisionsacting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) on account of principal of or interest on the Securities before all Senior Indebtedness is paid in full, or effective provision made for its payment, such payment or distribution (subject to the provisions of Sections 13.7 and 13.8) shall be received and held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee or such Holders, as the case may be, over to the holders of such the Senior Indebtedness remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of until all such Senior Indebtedness remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness shall have been paid in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution or provision therefor to the holders of such Senior Indebtedness. The Company shall give prompt written notice to the Trustee of any dissolution, winding up, liquidation or reorganization of the Company or any assignment for the benefit of the Company's creditors.
Appears in 1 contract
Samples: Indenture (Dusa Pharmaceuticals Inc)
No Payment on Securities in Certain Circumstances. (a) No payment may (by set-off or otherwise) shall be made by or on behalf of the Company Company, the Parent or a Guarantor, as applicable, on account of the principal of, premium, if any, or interest or Liquidated Damages on the Securities (including any repurchases of Securities) ), or on account of any other monetary obligation for the payment of money due on in respect of the Securities, including or on account of the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdictionSecurities), (i) upon the maturity of any Senior Indebtedness Debt of the Company, the Parent or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and the interest (and with on or other amounts owing in respect to the Credit Agreement, any other Obligations) on of such Senior Indebtedness Debt are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), for in accordance with the terms thereof) or otherwise to the extent such holders expressly acknowledge accept satisfaction of amounts due by settlement in other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebted ness Debt of the Company Company, the Parent or such Guarantor when it becomes due and payable, whether at maturity maturity, a scheduled payment date, or at a date fixed for prepayment or by declaration of acceleration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) Default that permits the holders of Senior Indebtedness (Debt or a trustee or agent on behalf of such holders) any representative thereof to declare such Senior Indebtedness Debt to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the Representative under the Credit Agreement or the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any other Designated Senior Indebtedness Debt or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company Company, the Parent or any Guarantor, as applicable, which is an obligor under such Senior Debt on account of any Obligation in respect of the Securities, including the principal of, premium, if any, or interest on the Securities, or to repurchase Securities (including any repurchases of any of the Securities), or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the SecuritiesSecurities (or liquidated damages pursuant to the Registration Rights Agreement), in any such case (case, other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction)Securities. Notwithstanding the foregoing, unless the Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company Company, the Parent and the Guarantors shall be required, unless the provisions described in Section 12.02(a) are then applicable, required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities, subject to the provisions of Section 12.2(a) above. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period unless such default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any subsequent breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is an event that would also have constituted a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2, any payment or distribution of assets of the Company Company, the Parent or any Guarantor, whether in cash, property or securities (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisionsprovisions of this Section 12.2, such payment or distribution shall be held in trust for the benefit of the holders of such Senior IndebtednessDebt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness Debt remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement or to provide for the payment) payment of all such Senior Indebtedness Debt in full, full in cash or Cash Equivalents or otherwise to the extent holders expressly acknowledge accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt.
Appears in 1 contract
Samples: Indenture (City Truck Holdings Inc)
No Payment on Securities in Certain Circumstances. (a) No payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities, or to acquire or repurchase any of the Securities (including any repurchases of Securities) for cash or property, or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (in each case other than payments made with Junior Securities issued in connection with a reorganization pursuant to of the Bankruptcy Laws of any jurisdiction)Company, (i) upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness and all other [Obligations] in respect thereof are first paid in full in cash (or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on on, or any other Obligation in respect of, any Senior Indebted ness Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived by the holders of such Senior Indebtedness or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of any Senior Indebtedness (or a trustee or agent on behalf of such holders) their representative immediately to declare such Senior Indebtedness to be due and payable accelerate its maturity and (ii) either such event of default shall be the subject of a judicial proceeding or written notice of such event of default given to the Trustee Company by the requisite holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness or their representative (a "Payment Notice"), then, unless and until such event of default has been cured or waived by the requisite holders of such Senior Indebtedness or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities, or to acquire or repurchase any of the SecuritiesSecurities for cash or property, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)Company.
(c) In furtherance of the provisions of Section 12.0111.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0211.2, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders or any Paying Agent at a time when such payment or distribution is prohibited by the foregoing provisionsprovisions of this Section 11.2, then such payment or distribution shall be received and held in trust by the Trustee or such Holders or Paying Agent (or, if the Company or any Affiliate of the Company is acting as its own Paying Agent, money for any such payment or distribution shall be segregated or held in trust) for the benefit of the holders of such Senior IndebtednessIndebtedness of the Company, and shall be paid or delivered by the Trustee or such HoldersHolders or such Paying Agent, as the case may be, to the holders of such Senior Indebtedness of the Company remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such the Senior Indebtedness of the Company held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to of the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Company in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due full after giving effect to any concurrent payment or and distribution to the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as promptly as practical following receipt by such holder of written notice from the Trustee to the holders of such Senior Indebtedness that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior Indebtedness.
Appears in 1 contract
Samples: Third Supplemental Indenture (Health & Retirement Properties Trust)
No Payment on Securities in Certain Circumstances. (a) No payment of any kind or character from any source may be made by or on behalf of the Company Issuers or a Guarantor, if any, as applicable, on account of the principal of, premium, if any, or interest or Additional Amounts on the Subordinated Debt Securities (including any repurchases of Securities) Subordinated Debt Securities and rescission payments), or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Subordinated Debt Securities, for cash Cash or property (other than Junior Securities issued from the trust described in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdictionArticle VIII), (i) upon the maturity of any Senior Indebtedness Debt of the Issuers or such Guarantor, if any, by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the interest on and interest (and with any fee or other amount due in respect to the Credit Agreement, any other Obligations) on of such Senior Indebtedness Debt are first paid in full in cash Cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge accept satisfaction of amounts due by settlement in other than in cash Cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Indebted ness Debt of the Company Issuers or such Guarantor, if any, when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) Debt to declare such Senior Indebtedness Debt to be due and payable and (ii) written notice of such event of default given to the Trustee by 104 the Representative under the Credit Agreement or the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated other Senior Indebtedness Debt or their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company Issuers or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any, any or interest or Additional Amounts on the Subordinated Debt Securities, or to repurchase including any repurchases of the SecuritiesSubordinated Debt Securities and rescission payments, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Subordinated Debt Securities, in any such case (other than payments made with Junior Securities issued from the trust described in connection with Article VIII; PROVIDED, HOWEVER, that so long as the Credit Agreement is in effect, a reorganization pursuant to Payment Blockage Notice may only be given by the Bankruptcy Laws of any jurisdiction)Representative under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the foregoingimmediately preceding sentence, unless the Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company Issuers and the Guarantors, if any, shall be requiredrequired to pay, unless the provisions described in Section 12.02(a) are a Payment Default has then applicableoccurred and is continuing, to pay all sums not paid to the Holders of the Subordinated Debt Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Subordinated Debt Securities. Any number of Payment Blockage Notices may be given; providedPROVIDED, howeverHOWEVER, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent actionPeriod, unless such event of default shall have been cured or any breach of any financial covenant waived for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)not less than 90 days.
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2 or the provisions of Section 12.3, any payment or distribution of assets of the Company (other than from the trust described in Article VIII and, in the case of Section 12.3, Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing such provisions, such payment or distribution shall be held in 105 trust for the benefit of the holders of such Senior IndebtednessDebt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness Debt remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Debt in full, full in Cash or Cash Equivalents or otherwise to the extent holders expressly acknowledge accept satisfaction of amounts due by settlement in other than Cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt.
Appears in 1 contract
Samples: Indenture (Ggri Inc)
No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment may be made (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company on account of the principal of, premium, if any, of or interest on the Securities (including any repurchases of Securities) or on account of any other monetary obligation for the payment of money due on to purchase, redeem or defease the Securities, including (except from those funds held in trust for the redemption provisions benefit of Holders of any Securities) pursuant to the procedures set forth in Article Eight hereof, whether pursuant to the terms of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal ofshall be made if, premiumat the time of such payment, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of there exists a default in the payment of all or any principal of, premium, if any, or interest on Senior Indebted ness portion of the Company when it becomes due and payableobligations on any Senior Indebtedness, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment or by declaration purchase, acceleration or otherwise (a "Payment De fault")otherwise, unless that continues beyond any applicable period of grace, and until such Payment Default has default shall not have been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening benefits of an this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (other than a "Payment DefaultBlockage Notice") that permits from the holder or holders of such Designated Senior Indebtedness (or a the trustee or agent acting on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice")Indebtedness, then, unless and until such event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment may (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on or to purchase, redeem or defease the Securities, or to repurchase any except from those funds held in trust for the benefit of the Securities, or on account Holders of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as procedures set forth above in Article Eight hereof, during a period (the a "Payment Blockage Period") commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter, unless the maturity of such declaration has not been rescinded Designated Senior Indebtedness is theretofore accelerated. Notwithstanding anything in this subordination provision or waivedin the Securities to the contrary, at (x) in no event shall a Payment Blockage Period extend beyond 179 days from the end of date the Payment Blockage PeriodNotice in respect thereof was given, the Company (y) there shall be required, unless the provisions described a period of at least 181 consecutive days in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the each 360-day period when no Payment Blockage Period, due to the foregoing prohibitions Period is in effect and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (iz) not more than one Payment Notice shall Blockage Period may be given within a commenced with respect to the Securities during any period of any 360 consecutive days. However, and if the Payment Blockage Notice is not given on behalf of creditors under a Credit Facility, a representative of such creditors may, subject to the limitations set forth in clause (iiy) no of the preceding sentence, give one additional notice during the Payment Blockage Period. No non-payment event of default that existed upon or was continuing on the date of such Payment Notice or the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (whether may be, or not such event of default relates to the same issue of Senior Indebtedness) shall be made made, the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent actionby the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or any breach not within a period of any financial covenant 360 consecutive days, unless such event of default has been cured or waived for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)not less than 90 consecutive days.
(cb) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02foregoing, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris diction) shall be received by the Trustee or the Holders at a time any Holder when such payment or distribution is prohibited by the foregoing provisionsSection 12.02(a), such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtednessof, and shall be paid over or delivered by the Trustee or such Holdersto, as the case may be, to the holders of such Senior Indebtedness remaining unpaid (or, with respect pro rata to such holders on the basis of the respective amounts of Senior Indebtedness other than the Credit Agreement, unprovided forheld by such holders) or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness remaining unpaid, but only to the extent necessary to pay (orthat, with respect to Senior Indebtedness other than upon notice from the Credit Agreement to provide for the payment) of all such Senior Indebtedness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution Trustee to the holders of Senior Indebtedness that such prohibited payment has been made, the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on the Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.
Appears in 1 contract
Samples: Indenture (HPH Homebuilders 2000 Lp)
No Payment on Securities in Certain Circumstances. (a) No payment (including any payment which may be made payable by or on behalf reason of the payment of any other indebtedness of the Company or any Guarantor being subordinated to the payment of the Securities or Guarantees) on account of principal of (and premium, if any), interest and any Additional Amounts, if any, on the Securities, or on account of the purchase or other acquisition of Securities or on account of the Guarantees, shall be made by the Company or any Guarantor unless full payment of amounts then due for principal of, of (and premium, if any), interest and any Additional Amounts, if any, on all Senior Indebtedness (with respect to the Company) or all Guarantor Senior Indebtedness of such Guarantor (with respect to a Guarantor) has been made or duly provided for. No payment (including the making of any deposit in trust with the Trustee in accordance with Section 12.01) on account of principal of (and premium, if any), interest and any Additional Amounts, if any, on the Securities (including or the Guarantees shall be made by the Company or any repurchases Guarantor if, at the time of Securities) such payment or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction)immediately after giving effect thereto, (i) upon there shall exist a default in the maturity payment of any Senior Indebtedness by lapse principal of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any), interest and interest (and with respect to the Credit Agreementany Additional Amounts, any other Obligations) on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (orif any, with respect to any Senior Indebtedness other than or any Guarantor Senior Indebtedness of such Guarantor, as the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalentscase may be, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebted ness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De fault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of there shall have occurred an event of default (other than a Payment Default) that permits default in the holders payment of Senior Indebtedness principal of (or a trustee or agent on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment may be made by or on behalf of the Company on account of the principal of, premium, if any), or interest on the Securitiesand any Additional Amounts, or if any,) with respect to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date Guarantor Senior Indebtedness of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).
(c) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris diction) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee or such HoldersGuarantor, as the case may be, to the holders of as defined in such Senior Indebtedness remaining unpaid or Guarantor Senior Indebtedness, as the case may be, or in the instrument under which the same is outstanding, permitting the holders thereof to accelerate the maturity thereof, and such event of default shall not have been cured or waived or shall not have ceased to exist. The foregoing provision shall not prevent the Trustee from making payments on the Securities from moneys or securities deposited with the Trustee pursuant to the terms of Section 12.01 if at the time such deposit was made or immediately after giving effect thereto the conditions in clause (or, i) or (ii) of this Section did not exist with respect to the Senior Indebtedness other than Indebtedness. In the Credit Agreementevent that, unprovided for) notwithstanding the foregoing, the Company or to their representative or representatives, or any Guarantor shall make any payment to the trustee Trustee or trustees under any indenture pursuant Holder prohibited by the provisions of this Section, and if such fact shall, at or prior to which any instruments evidencing any the time of such Senior Indebtedness may payment, have been issued, ratably according made known to the aggregate principal amounts remaining unpaid on account of Trustee or such Senior Indebtedness held or represented by eachHolder, for application as the case may be, then and in such event such payment shall be paid over and delivered forthwith to the payment of all Company or such Senior Indebtedness remaining unpaidGuarantor, to as the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtednesscase may be.
Appears in 1 contract
No Payment on Securities in Certain Circumstances. (a) No payment of any kind or character from any source may be made by or on behalf of the Company Issuers or a Guarantor, as applicable, on account of the principal of, premium, if any, or interest or Liquidated Damages or Additional Amounts on the Securities (including any repurchases of Securities) Securities and rescission payments), or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued from the trust described in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdictionArticle VIII), (i) upon the maturity of any Senior Indebtedness Debt of the Issuers or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the interest on and interest (and with any fee or other amount due in respect to the Credit Agreement, any other Obligations) on of such Senior Indebtedness Debt are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge accept satisfaction of amounts due by settlement in other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Indebted ness Debt of the Company Issuers or such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) Debt to declare such Senior Indebtedness Debt to be due and payable and (ii) written notice of such event of default given to the Trustee by the Representative under the Credit Agreement or the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated other Senior Indebtedness Debt or their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company Issuers or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any, any or interest or Liquidated Damages or Additional Amounts on the Securities, or to repurchase including any repurchases of the SecuritiesSecurities and rescission payments, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued from the trust described in connection with Article VIII; provided, however, that so long as the Credit Agreement is in effect, a reorganization pursuant to Payment Blockage Notice may only be given by the Bankruptcy Laws of any jurisdiction)Representative under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the foregoingimmediately preceding sentence, unless the Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company Issuers and the Guarantors shall be requiredrequired to pay, unless the provisions described in Section 12.02(a) are a Payment Default has then applicableoccurred and is continuing, to pay all sums not paid to the Holders of the Securities Notes during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the SecuritiesNotes. Any number of Payment Blockage Notices may be given; provided, however, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent actionPeriod, unless such event of default shall have been cured or any breach of any financial covenant waived for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)not less than 90 days.
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2 or the provisions of Section 12.3, any payment or distribution of assets of the Company (other than from the trust described in Article VIII and, in the case of Section 12.3, Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing such provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior IndebtednessDebt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness Debt remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Debt in full, full in cash or Cash Equivalents or otherwise to the extent holders expressly acknowledge accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt.
Appears in 1 contract
No Payment on Securities in Certain Circumstances. (a) No payment of any kind or character from any source may be made by or on behalf of the Company Issuers or a Guarantor, if any, as applicable, on account of the principal of, premium, if any, or interest or Additional Amounts on the Subordinated Debt Securities (including any repurchases of Securities) Subordinated Debt Securities and rescission payments), or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Subordinated Debt Securities, for cash Cash or property (other than Junior Securities issued from the trust described in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdictionArticle VIII), (i) upon the maturity of any Senior Indebtedness Debt of the Issuers or such Guarantor, if any, by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the interest on and interest (and with any fee or other amount due in respect to the Credit Agreement, any other Obligations) on of such Senior Indebtedness Debt are first paid in full in cash Cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge accept satisfaction of amounts due by settlement in other than in cash Cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Indebted ness Debt of the Company Issuers or such Guarantor, if any, when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) Debt to declare such Senior Indebtedness Debt to be due and payable and (ii) written notice of such event of default given to the Trustee by the Representative under the Credit Agreement or the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated other Senior Indebtedness Debt or their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company Issuers or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any, any or interest or Additional Amounts on the Subordinated Debt Securities, or to repurchase including any repurchases of the SecuritiesSubordinated Debt Securities and rescission payments, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Subordinated Debt Securities, in any such case (other than payments made with Junior Securities issued from the trust described in connection with Article VIII; provided, however, that so -------- ------- long as the Credit Agreement is in effect, a reorganization pursuant to Payment Blockage Notice may only be given by the Bankruptcy Laws of any jurisdiction)Representative under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the foregoingimmediately preceding sentence, unless the Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company Issuers and the Guarantors, if any, shall be requiredrequired to pay, unless the provisions described in Section 12.02(a) are a Payment Default has then applicableoccurred and is continuing, to pay all sums not paid to the Holders of the Subordinated Debt Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Subordinated Debt Securities. Any number of Payment Blockage Notices may be given; provided, however, that (i) not more than one Payment -------- ------- Blockage Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent actionPeriod, unless such event of default shall have been cured or any breach of any financial covenant waived for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)not less than 90 days.
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2 or the provisions of Section 12.3, any payment or distribution of assets of the Company (other than from the trust described in Article VIII and, in the case of Section 12.3, Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing such provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior IndebtednessDebt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness Debt remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Debt in full, full in Cash or Cash Equivalents or otherwise to the extent holders expressly acknowledge accept satisfaction of amounts due by settlement in other than Cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt.
Appears in 1 contract
No Payment on Securities in Certain Circumstances. (a) No payment may shall be made by or on behalf of the Company on account of any obligation or, to the principal extent the subordination thereof is permitted by applicable law, claim in respect of the Securities, including the Principal of, premium, if any, or interest on the Securities Securities, or to redeem (including any repurchases of Securities) or on account of any make a deposit in redemption of), defease (other monetary obligation for than payments made by the payment of money due on the SecuritiesTrustee pursuant to Article 8 with respect to a defeasance permitted by this Indenture, including the redemption subordination provisions herein) or acquire any of the SecuritiesSecurities for cash, for cash property or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction)securities, (i) upon the maturity of any the Designated Senior Indebtedness or any other Senior Indebtedness with an aggregate principal amount in excess of $1 million by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal Principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are and all other obligations in respect thereof shall first be paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, cash equivalents or such payment is duly provided for), or otherwise to the extent unless and until any such holders expressly acknowledge satisfaction of amounts due maturity by settlement other than in cash acceleration has been rescinded or Cash Equivalents, waived or (ii) in the event of default in the payment of any principal Principal of, premium, if any, or interest on Senior Indebted ness or any other amount payable in respect of the Company Designated Senior Indebtedness or any other Senior Indebtedness with an aggregate principal amount in excess of $1 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De fault")otherwise, unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice"), then, unless and until such event of payment default has been cured or waived or has otherwise has ceased to exist, no payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities, or to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).
(c) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris diction) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.
Appears in 1 contract
Samples: Subordinated Indenture (Donaldson Lufkin & Jenrette Inc /Ny/)
No Payment on Securities in Certain Circumstances. (a) No payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities) or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebted ness Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultPAYMENT DEFAULT"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment NoticePAYMENT NOTICE"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities, or to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage PeriodPAYMENT BLOCKAGE PERIOD") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) 12.02 are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).
(c) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionjurisdiction) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaidupaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.
Appears in 1 contract
No Payment on Securities in Certain Circumstances. (a) No payment of any kind or character from any source may be made by or on behalf of the Company Issuers or a Guarantor, if any, as applicable, on account of the principal of, premium, if any, or interest or Additional Amounts on the Subordinated Debt Securities (including any repurchases of Securities) Subordinated Debt Securities and rescission payments), or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Subordinated Debt Securities, for cash or property (other than Junior Securities issued from the trust described in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdictionArticle VIII), (i) upon the maturity of any Senior Indebtedness Debt of the Issuers or such Guarantor, if any, by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the interest on and interest (and with any fee or other amount due in respect to the Credit Agreement, any other Obligations) on of such Senior Indebtedness Debt are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge accept satisfaction of amounts due by settlement in other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Indebted ness Debt of the Company Issuers or such Guarantor, if any, when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) Debt to declare such Senior Indebtedness Debt to be due and payable and (ii) prompt written notice of such event of default given to the Trustee by the Representative under the Credit Agreement or the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 25.0 million principal amount outstanding of any Designated other Senior Indebtedness Debt or their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to existexist (including by reason of the repayment in full of such Senior Debt in cash or Cash Equivalents), no payment (by set-off or otherwise) may be made by or on behalf of the Company Issuers or any Guarantor which is an obligor under such Senior Debt on account of the principal of, premium, if any, any or interest or Additional Amounts on the Securities, or to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Subordinated Debt Securities, including the redemption provisions any repurchases of the SecuritiesSubordinated Debt Securities and rescission payments, in any such case (other than payments made with Junior Securities issued from the trust described in connection with Article VIII; provided, however, that so long as the Credit Agreement is in effect, a reorganization pursuant to Payment Blockage Notice may only be given by the Bankruptcy Laws of any jurisdiction)Representative under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the foregoingimmediately preceding sentence, unless the Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company Issuers and the Guarantors, if any, shall be required, unless the provisions described in Section 12.02(a) are then applicable, required to pay all sums not paid to the Holders of the Subordinated Debt Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Subordinated Debt Securities. Any number of Payment Blockage Notices may be given; provided, however, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent actionPeriod, unless such event of default shall have been cured or any breach of any financial covenant waived for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)not less than 90 days.
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2 or the provisions of Section 12.3, any payment or distribution of assets of the Company (other than from the trust described in Article VIII and, in the case of Section 12.3, payment by way of the issuance of Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing such provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior IndebtednessDebt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness Debt remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Debt in full, full in cash or Cash Equivalents or otherwise to the extent holders expressly acknowledge accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt.
Appears in 1 contract
No Payment on Securities in Certain Circumstances. (a) No payment may shall be made by or on behalf of the Company on account of any obligation or, to the principal extent the subordination thereof is permitted by applicable law, claim in respect of the Securities, including the Principal of, premium, if any, or interest on the Securities Securities, or to redeem (including any repurchases of Securities) or on account of any make a deposit in redemption of), defease (other monetary obligation for than payments made by the payment of money due on the SecuritiesTrustee pursuant to Article 8 with respect to a defeasance permitted by this Indenture, including the redemption subordination provisions herein) or acquire any of the SecuritiesSecurities for cash, for cash property or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction)securities, (i) upon the maturity of any the Senior Indebtedness with an aggregate principal amount in excess of $50 million by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal Principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are and all other obligations in respect thereof shall first be paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, cash equivalents or such payment is duly provided for), or otherwise to the extent unless and until any such holders expressly acknowledge satisfaction of amounts due maturity by settlement other than in cash acceleration has been rescinded or Cash Equivalents, waived or (ii) in the event of default in the payment of any principal Principal of, premium, if any, or interest on Senior Indebted ness or any other amount payable in respect of the Company Senior Indebtedness with an aggregate principal amount in excess of $50 million when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by 44 declaration or otherwise (a "Payment De fault")otherwise, unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice"), then, unless and until such event of payment default has been cured or waived or has otherwise has ceased to exist, no payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities, or to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).
(c) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris diction) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.
Appears in 1 contract
Samples: Subordinated Indenture (Credit Suisse First Boston Usa Inc)
No Payment on Securities in Certain Circumstances. (a) No direct or indirect payment may be made (excluding any payment or distribution of Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of the Company on account of the principal of, premium, if any, of or interest on the Securities (including any repurchases of Securities) or on account of any other monetary obligation for the payment of money due on the Securities, including whether pursuant to the redemption provisions terms of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization upon acceleration, pursuant to the Bankruptcy Laws of any jurisdiction), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) an Offer to Purchase or otherwise, unless and until all principal ofshall be made if, premiumat the time of such payment, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of there exists a default in the payment of all or any principal of, premium, if any, or interest on Senior Indebted ness portion of the Company when it becomes due and payableobligations on any Designated Senior Indebtedness, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a "Payment De fault")otherwise, unless and until such Payment Default has default shall not have been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening benefits of an this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (other than a "Payment DefaultBlockage Notice") that permits from the holder or holders of such Designated Senior Indebtedness (or a the trustee or agent acting on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice")Indebtedness, then, unless and until such non-payment event of default has been cured or waived or otherwise has ceased to exist, no payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities, or to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).
(c) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris diction) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee exist or such Holders, as the case may be, to the holders of such Senior Indebtedness remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.Designated Senior
Appears in 1 contract
No Payment on Securities in Certain Circumstances. (a) No payment may (by set-off or otherwise) shall be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities) ), or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities or any Obligation in respect of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdictionSecurities), (i) upon the maturity of any Senior Indebtedness Debt of the Company by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness Debt are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, or such payment is duly provided for), ) or otherwise to the extent such holders expressly acknowledge accept satisfaction of amounts due by settlement in other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebted ness Debt of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) Debt to declare such Senior Indebtedness Debt to be due and payable and (ii) written notice of such event of default given to the Company and the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness Debt Representatives (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company which is an obligor on such Senior Debt on account of the principal of, premium, if any, or interest on the Securities, or to repurchase Securities (including any repurchases of any of the Securities), or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities or any Obligation in respect of the Securities, in any such case (case, other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction)Securities. Notwithstanding the foregoing, unless the Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company shall be requiredshall, unless the provisions described in Section 12.02(a) are then applicablea Payment Default exists, be required to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; providedPROVIDED, howeverHOWEVER, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)Period.
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisionsprovisions of this Section 12.2, such payment or distribution shall be held in trust for the benefit of the holders of such Senior IndebtednessDebt, and shall be paid or delivered by the Trustee or such Holders, as the case may beTrustee, to the holders of such Senior Indebtedness Debt remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to of provide for the payment) payment of all such Senior Indebtedness Debt in full, full in cash or otherwise to the extent holders expressly acknowledge satisfaction of amounts due Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt.
Appears in 1 contract
Samples: Indenture (Universal Outdoor Inc)
No Payment on Securities in Certain Circumstances. (a) No payment of any kind or character from any source may be made by or on behalf of the Company Issuers or a Guarantor, if any, as applicable, on account of the principal of, premium, if any, or interest or Additional Amounts on the Subordinated Debt Securities (including any repurchases of Securities) Subordinated Debt Securities and rescission payments), or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Subordinated Debt Securities, for cash or property (other than Junior Securities issued from the trust described in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdictionArticle VIII), (i) upon the maturity of any Senior Indebtedness Debt of the Issuers or such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, the interest on and interest (and with any fee or other amount due in respect to the Credit Agreement, any other Obligations) on of such Senior Indebtedness Debt are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge accept satisfaction of amounts due by settlement in other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on or any fee or other amount due in respect of Senior Indebted ness Debt of the Company Issuers or such Guarantor, if any, when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De faultDefault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) Debt to declare such Senior Indebtedness Debt to be due and payable and (ii) written notice of such event of default given to the Trustee by the Representative under the Credit Agreement or the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated other Senior Indebtedness Debt or their representative (a "Payment Blockage Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of the Company Issuers or a Guarantor, if any, which is an obligor under such Senior Debt on account of the principal of, premium, if any, any or interest or Additional Amounts on the Subordinated Debt Securities, or to repurchase including any repurchases of the SecuritiesSubordinated Debt Securities and rescission payments, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Subordinated Debt Securities, in any such case (other than payments made with Junior Securities issued from the trust described in connection with Article VIII; provided, however, that so long as the Credit Agreement is in effect, a reorganization pursuant to Payment Blockage Notice may only be given by the Bankruptcy Laws of any jurisdiction)Representative under the Credit Agreement unless otherwise agreed in writing by the requisite lenders under the Credit Agreement. Notwithstanding the foregoingimmediately preceding sentence, unless the Senior Indebtedness Debt in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Blockage Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, the Company Issuers and the Guarantors, if any, shall be requiredrequired to pay, unless the provisions described in Section 12.02(a) are a Payment Default has then applicableoccurred and is continuing, to pay all sums not paid to the Holders of the Subordinated Debt Securities during the Payment Blockage Period, Period due to the foregoing prohibitions and to resume all other payments as and when due on the Subordinated Debt Securities. Any number of Payment Blockage Notices may be given; provided, however, that (i) not more than one Payment Blockage Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Blockage Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to is on the same issue of Senior IndebtednessDebt) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent actionPeriod, unless such event of default shall have been cured or any breach of any financial covenant waived for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose)not less than 90 days.
(c) In furtherance of the provisions of Section 12.0112.1, in the event that, notwithstanding the foregoing provisions of this Section 12.0212.2 or the provisions of Section 12.3, any payment or distribution of assets of the Company (other than from the trust described in Article VIII and, in the case of Section 12.3, Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionSecurities) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing such provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior IndebtednessDebt, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness Debt remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, or unprovided for) for or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness Debt held or represented by each, for application to the payment of all such Senior Indebtedness Debt remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Debt in full, full in cash or Cash Equivalents or otherwise to the extent holders expressly acknowledge accept satisfaction of amounts due by settlement in other than cash or Cash Equivalents after giving effect to any concurrent payment or distribution to the holders of such Senior IndebtednessDebt.
Appears in 1 contract
Samples: Indenture (Ggri Inc)
No Payment on Securities in Certain Circumstances. (a) No payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities) or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization Except as otherwise specified pursuant to the Bankruptcy Laws of any jurisdiction), Section 301,
(i1) upon Upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived, rescinded or annulled) or otherwise, unless or upon any payment default (with or without the giving of notice or lapse of time or both, in accordance with the terms of the instrument governing such Senior Indebtedness, and until without any waiver or forgiveness) with respect to any Senior Indebtedness, all amounts payable thereon shall first be paid in full before any payment is made, directly or indirectly by set off or otherwise, on account of principal of, premiumor any premium or interest on, if any, and interest the Securities of such series or to acquire any of the Securities of such series or on account of the redemption provisions of the Securities of such series.
(and 2) Upon a default with respect to any Senior Indebtedness (other than under circumstances when the Credit Agreementterms of clause (1) of this Section are applicable), any other Obligations) as such default is defined therein or in the instrument under which it is outstanding, permitting the holders to accelerate the maturity thereof, upon written notice thereof given to the Company and the Trustee by or on behalf of holders of such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebted ness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De fault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice"), then, unless and until such event of default has shall have been cured or waived by the holders of such Senior Indebtedness or otherwise has shall have ceased to exist, no direct or indirect payment may shall be made by or on behalf of the Company on account of with respect to the principal of, premiumor any premium or interest on, the Securities of such series and the coupons, if any, or interest on the Securities, appertaining thereto or to repurchase acquire any of the Securities, such Securities or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the SecuritiesSecurities of such series and the coupons, in any such case if any, appertaining thereto; provided, that this clause (other than payments made with Junior Securities issued in connection with a reorganization pursuant to 2) shall not prevent the Bankruptcy Laws making of any jurisdiction). Notwithstanding payment (which is not otherwise -------- prohibited by clause (1) of this Section) for more than 179 days after the foregoing, Default Notice shall have been given unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and entirety, in which case no such declaration payment may be made until such acceleration has not 91 been rescinded or waived, at annulled or such Senior Indebtedness has been paid in full. No new Default Notice may be delivered unless and until:
(A) 360 days have elapsed since the end delivery of the Payment Blockage Periodimmediately prior Default Notice; and
(B) all scheduled payments of principal, interest and premium on the Securities that have come due have been paid in full in cash. No nonpayment default with respect to Senior Indebtedness that existed or was continuing on the date of delivery of any Default Notice to the Trustee shall be, or be made, the Company shall be required, basis for a subsequent Default Notice unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within such default has been cured or waived for a period of any 360 consecutive not less than 90 days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).
(c3) In furtherance of the provisions of Section 12.01, in the event thatIf, notwithstanding the foregoing provisions of this Section 12.02Section, any payment on account of principal of, or distribution any premium or interest on, the Securities of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws such series or of any juris diction) coupon appertaining thereto shall be received by the Trustee Trustee, by any Holder or by any Paying Agent (or, if the Holders at a time when Company is acting as its own Paying Agent, money for any such payment or distribution is segregated and held in trust), then, unless and until such payment is no longer prohibited by the foregoing provisionsthis Section, such payment or distribution (subject to the provisions of this Section 1603) shall be held in trust for the benefit of the holders of such Senior IndebtednessIndebtedness and, and shall be paid or delivered by upon notice to the Trustee or such HoldersPaying Agent from the representative of the holders of the Senior Indebtedness and pursuant to the directions of such representative, as the case may be, shall be paid over or delivered to the holders of such Senior Indebtedness remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issuedrepresentative(s), ratably according to the aggregate principal amounts amount remaining unpaid on account of such the principal of and any premium or interest on the Senior Indebtedness held or represented by each, for application to the payment or prepayment of all such Senior Indebtedness remaining unpaid, unpaid to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness in fullfull in accordance with its terms, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution or provision therefor to or for the holders of Senior Indebtedness. Promptly after becoming aware thereof, the Company shall give written notice to the Trustee of any event prohibiting payments on account of principal of, or any premium or interest on, the Securities of any series and any coupons appertaining thereto and, in such event, shall provide to the Trustee, in the form of an Officers' Certificate, the names and addresses of the holders of such Senior IndebtednessIndebtedness and their representative(s), if any, the amount of the Senior Indebtedness held by each such holder, any information necessary to calculate the daily or other increase in Senior Indebtedness held by such holders and any other information which the Trustee may reasonably request to comply with this Article. Subject to the provisions of Section 1602 hereof, in the event that the Trustee or the Paying Agent reasonably determines that additional evidence is required with respect to any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee or the Paying Agent, as the case may be, may request that such Person furnish evidence to its reasonable satisfaction as to the extent such Person is entitled to participate in such payment or distribution and as to other facts pertinent to the rights of such Persons under this Article and if such evidence is not furnished, the Trustee or the Paying Agent, as the case may be, may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
Appears in 1 contract
Samples: Indenture (Teekay Shipping Corp)
No Payment on Securities in Certain Circumstances. (a) No payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities (including any repurchases of Securities) or on account of any other monetary obligation for the payment of money due on the Securities, including the redemption provisions of the Securities, for cash or property (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction), (i) upon the maturity of any Senior Indebtedness by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest (and with respect to the Credit Agreement, any other Obligations) on such Senior Indebtedness are first paid in full in cash or Cash Equivalents (or, with respect to Senior Indebtedness other than the Credit Agreement, such payment is duly provided for), or otherwise to the extent such holders expressly acknowledge satisfaction of amounts due by settlement other than in cash or Cash Equivalents, or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebted ness Indebtedness of the Company when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a "Payment De De- fault"), unless and until such Payment Default has been cured or waived or otherwise has ceased to exist.
(b) Upon (i) the happening of an event of default (other than a Payment Default) that permits the holders of Senior Indebtedness (or a trustee or agent on behalf of such holders) to declare such Senior Indebtedness to be due and payable and (ii) written notice of such event of default given to the Trustee by the holders (or a trustee, agent or other representative of such holders) of an aggregate of at least $25 million principal amount outstanding of any Designated Senior Indebtedness (a "Payment Notice"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment may be made by or on behalf of the Company on account of the principal of, premium, if any, or interest on the Securities, or to repurchase any of the Securities, or on account of any other obligation for the payment of money in respect of the Securities, including the redemption provisions of the Securities, in any such case (other than payments made with Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any jurisdiction). Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") and such declaration has not been rescinded or waived, at the end of the Payment Blockage Period, the Company shall be required, unless the provisions described in Section 12.02(a) are then applicable, to pay all sums not paid to the Holders of the Securities during the Payment Blockage Period, due to the foregoing prohibitions and to resume all other payments as and when due on the Securities. Any number of Payment Notices may be given; provided, however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Pay ment Notice or the commencement of such Payment Blockage Period (whether or not such event of default relates to the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the expiration of such Payment Blockage Period that, in either case, would give rise to a new event of default, even though it is a breach pursuant to any provision under which a prior event of default previously existed, shall constitute a new event of default for this purpose).
(c) In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, any payment or distribution of assets of the Company (other than Junior Securities issued in connection with a reorganization pursuant to the Bankruptcy Laws of any juris dictionjurisdiction) shall be received by the Trustee or the Holders at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such Senior Indebtedness, and shall be paid or delivered by the Trustee or such Holders, as the case may be, to the holders of such Senior Indebtedness remaining unpaid (or, with respect to Senior Indebtedness other than the Credit Agreement, unprovided for) or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness Indebt edness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, for application to the payment of all such Senior Indebtedness remaining unpaid, to the extent necessary to pay (or, with respect to Senior Indebtedness other than the Credit Agreement to provide for the payment) of all such Senior Indebtedness Indebt edness in full, or otherwise to the extent holders expressly acknowledge satisfaction of amounts due after giving effect to any concurrent payment or distribution distri bution to the holders of such Senior Indebtedness.
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