Payment Blockage. (i) In the event of any Event of Default (as defined in the Senior Credit Agreement) in the payment of principal of or premium or interest on, or any other amount owing with respect to, any Senior Debt, whether at maturity, by acceleration or otherwise ("Payment Default") or (b) in the event that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") with respect to any Senior Debt shall have occurred and be continuing, permitting the holder of such Senior Debt to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Payment Default until the earlier of (1) the date upon which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the date, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the provisions of this paragraph have been waived by the Senior Debt Holders (any such period described in clauses (x) or (y) shall be referred to as a "Payment Blockage Period"), PROVIDED that: (1) during any consecutive 12-month period, no more than two Payment Blockage Periods relating to any Non-Payment Default may be commenced, (2) no Payment Blockage Periods relating to any Non-Payment Default, singly or in the aggregate, may be in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods with respect to Non-Payment Defaults may be commenced. (ii) Any notice commencing a Payment Blockage Period given by the Senior Debt Representative to the Company or the Lender Representative pursuant to this SECTION 7.2 shall specify in reasonable detail the default which is continuing and the basis upon which such notice is being given and shall state that no amounts shall be payable by any Debtor Party or any other Person in respect of the Subordinated Obligations in accordance with this SECTION 7.2. The Company, forthwith upon receipt of any such notice, shall send copies thereof to the Lenders. (iii) In the event that, notwithstanding the foregoing, any Debtor Party or any other Person shall make any payment or distribution of any kind or character, whether in cash, property or securities to any Lender prohibited by the foregoing provisions of this SECTION 7.2, or any Lender shall accept the same, then and in such event such payment or distribution shall be deemed to be the property of, segregated, received and held in trust for the benefit of and shall be immediately paid over and delivered forthwith to the Senior Debt Holders (in the same form as received, with any necessary endorsement) to the extent necessary to make payment in full (or, in the case of non-cash property or securities, to be held as collateral for such payment in full in cash) of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral, after giving effect to any concurrent payment or distribution to the Senior Debt Holders. In the event that any Lender fails to provide any necessary endorsement as contemplated above, the Senior Debt Holders are hereby irrevocably authorized to appropriately make the same.
Appears in 1 contract
Samples: Senior Subordinated Note and Warrant Purchase Agreement (Kellstrom Industries Inc)
Payment Blockage. No direct or indirect payment (iexcluding any payment or distribution of Permitted Junior Securities) In by or on behalf of the event [Credit Party] of any Event principal of Default (as defined in or interest on the Senior Credit Agreement) Subordinated Debt Instruments, whether pursuant to the terms of the Subordinated Debt Instruments, upon acceleration, pursuant to an offer to purchase or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of principal of or premium or interest on, all or any other amount owing with respect to, portion of the obligations on any Designated Senior DebtIndebtedness, whether at maturity, by on account of mandatory redemption or prepayment, acceleration or otherwise ("Payment Default") otherwise, and such default shall not have been cured or (b) in waived or the benefits of 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 that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the [Debtholders] [Subordinated Debt shall have occurred and be continuing, permitting Trustee] of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Debt to declare such Senior Debt due and payable prior to the date Indebtedness or a trustee or agent acting on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative behalf of such Payment Default Designated Senior Indebtedness, then, unless and until the earlier such non-payment event of (1) the date upon which the default has been cured or waived or has ceased to exist or such Designated Senior Debt shall be paid Indebtedness has been discharged or repaid in full in cash or in the case benefits of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the date, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the these provisions of this paragraph have been waived by the holders of such Designated Senior Debt Holders Indebtedness, no direct or indirect payment (excluding any such period described in clauses (x) payment or (ydistribution of Permitted Junior Securities) shall be referred made by or on behalf of the [Credit Party] of principal of or interest on the Subordinated Debt Instruments, to as such holders, during a period (a "Payment Blockage Period"), PROVIDED that: (1) during any consecutive 12-month period, no more than two Payment Blockage Periods relating to any Non-Payment Default may be commenced, (2) no Payment Blockage Periods relating to any Non-Payment Default, singly commencing on the date of receipt of such notice by [the Debtholders] [the Subordinated Debt Trustee] and ending 179 days thereafter. Notwithstanding anything herein or in the aggregateSubordinated Debt Instruments to the contrary, may be (x) in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods with respect to Non-Payment Defaults may be commenced.
(ii) Any notice commencing event shall a Payment Blockage Period given by extend beyond 179 days from the Senior Debt Representative date the Payment Blockage Notice in respect thereof was given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (z) not more than one Payment Blockage Period may be commenced with respect to the Company Subordinated Debt Instruments during any period of 360 consecutive days. No non-payment event of default that existed or was continuing on the Lender Representative pursuant to this SECTION 7.2 shall specify in reasonable detail the default which is continuing and the basis upon which such notice is being given and shall state that no amounts shall be payable by any Debtor Party or any other Person in respect date of the Subordinated Obligations in accordance with this SECTION 7.2. The Company, forthwith upon receipt commencement of any such notice, shall send copies thereof Payment Blockage Period with respect to the Lenders.
Designated Senior Indebtedness initiating such Payment Blockage Period (iii) In the event that, notwithstanding the foregoing, any Debtor Party or any other Person shall make any payment or distribution of any kind or character, whether in cash, property or securities to any Lender prohibited by the foregoing provisions of this SECTION 7.2, or any Lender shall accept the same, then and in such event such payment or distribution shall be deemed to be the property of, segregated, received and held in trust for the benefit of and shall be immediately paid over and delivered forthwith to the Senior Debt Holders (in the same form as received, with any necessary endorsement) to the extent necessary to make payment in full (orthe holder of Designated Senior Indebtedness, in or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the case basis for the commencement of any other Payment Blockage Period by the holder or holders of such Designated Senior Indebtedness or a trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-cash property payment event of default has been cured or securities, to be held as collateral waived for such payment in full in cash) a period of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral, after giving effect to any concurrent payment or distribution to the Senior Debt Holdersless than 90 consecutive days. In the event that any Lender fails to provide any necessary endorsement as contemplated above, the Senior Debt Holders are hereby irrevocably authorized to appropriately make the same.Non-Affiliate Subordination Provision
Appears in 1 contract
Samples: Indenture (Global Crossing LTD)
Payment Blockage. No direct or indirect payment (iexcluding any payment or distribution of Permitted Junior Securities) In by or on behalf of the event [Credit Party] of any Event principal of Default (as defined in or interest on the Senior Credit Agreement) Subordinated Debt Instruments, whether pursuant to the terms of the Subordinated Debt Instruments, upon acceleration, pursuant to an offer to purchase or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of principal of or premium or interest on, all or any other amount owing with respect to, portion of the obligations on any Designated Senior DebtIndebtedness, whether at maturity, by on account of mandatory redemption or prepayment, acceleration or otherwise ("Payment Default") otherwise, and such default shall not have been cured or (b) in waived or the benefits of 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 that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the [Debtholders] [Subordinated Debt shall have occurred and be continuing, permitting Trustee] of written notice (a “Payment Blockage Notice”) from the holder or holders of such Designated Senior Debt to declare such Senior Debt due and payable prior to the date Indebtedness or a trustee or agent acting on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative behalf of such Payment Default Designated Senior Indebtedness, then, unless and until the earlier such non-payment event of (1) the date upon which the default has been cured or waived or has ceased to exist or such Designated Senior Debt shall be paid Indebtedness has been discharged or repaid in full in cash or in the case benefits of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the date, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the these provisions of this paragraph have been waived by the holders of such Designated Senior Debt Holders (any such period described in clauses (x) or (y) shall be referred to as a "Payment Blockage Period"), PROVIDED that: (1) during any consecutive 12-month periodIndebtedness, no more than two Payment Blockage Periods relating to any Non-Payment Default may be commenced, direct or indirect payment (2) no Payment Blockage Periods relating to any Non-Payment Default, singly or in the aggregate, may be in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods with respect to Non-Payment Defaults may be commenced.
(ii) Any notice commencing a Payment Blockage Period given by the Senior Debt Representative to the Company or the Lender Representative pursuant to this SECTION 7.2 shall specify in reasonable detail the default which is continuing and the basis upon which such notice is being given and shall state that no amounts shall be payable by any Debtor Party or any other Person in respect of the Subordinated Obligations in accordance with this SECTION 7.2. The Company, forthwith upon receipt of any such notice, shall send copies thereof to the Lenders.
(iii) In the event that, notwithstanding the foregoing, any Debtor Party or any other Person shall make excluding any payment or distribution of any kind or character, whether in cash, property or securities to any Lender prohibited by the foregoing provisions of this SECTION 7.2, or any Lender shall accept the same, then and in such event such payment or distribution Permitted Junior Securities) shall be deemed made by or on behalf of the [Credit Party] of principal of or interest on the Subordinated Debt Instruments, to be such holders, during a period (a “Payment Blockage Period”) commencing on the property ofdate of receipt of such notice by [the Debtholders] [the Subordinated Debt Trustee] and ending 179 days thereafter. Notwithstanding anything herein or in the Subordinated Debt Instruments to the contrary, segregated(x) in no event shall a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given, received and held in trust for the benefit of and (y) there shall be immediately paid over a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and delivered forthwith (z) not more than one Payment Blockage Period may be commenced with respect to the Subordinated Debt Instruments during any period of 360 consecutive days. No non-payment event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Debt Holders Indebtedness initiating such Payment Blockage Period (in the same form as received, with any necessary endorsement) to the extent necessary to make payment in full (orthe holder of Designated Senior Indebtedness, in or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the case basis for the commencement of any other Payment Blockage Period by the holder or holders of such Designated Senior Indebtedness or a trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-cash property payment event of default has been cured or securities, to be held as collateral waived for such payment in full in cash) a period of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral, after giving effect to any concurrent payment or distribution to the Senior Debt Holders. In the event that any Lender fails to provide any necessary endorsement as contemplated above, the Senior Debt Holders are hereby irrevocably authorized to appropriately make the sameless than 90 consecutive days.
Appears in 1 contract
Samples: Indenture (Global Crossing LTD)
Payment Blockage. (ia) In The provisions of this Agreement to the event contrary notwithstanding, no payment in respect of any Event of Default (as defined in the Senior Credit Agreement) in the payment of principal of or premium or interest on, or any other amount owing with respect to, any Senior Debt, whether at maturity, by acceleration or otherwise ("Payment Default") or (b) in the event that any Event of Default (as defined in the Senior Credit Agreement) First Lien Priority Debt Obligations (other than an event described the fees due to the First Lien Priority Representative, the Initial First Lien Collateral Agent or the Administrative Agent (acting in clause (aany capacity)) and any costs and expenses of the First Lien Priority Representative, the Initial First Lien Collateral Agent or the Administrative Agent (a "Non-Payment Default"acting any capacity) with respect to any Senior Debt shall have occurred and be continuing, permitting the holder of such Senior Debt to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall may be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any LenderGrantors, directly or indirectly, or accepted by set-off any First Lien Priority Debt Party if, at the time of such payment:
(i) a Super Senior Payment Default exists and such Super Senior Payment Default shall not have been cured or otherwise waived (xprovided, that it is agreed that if payments are due on the same date with respect to the Super Senior Obligations and the First Lien Priority Debt Obligations, no payment shall be made in respect of the First Lien Priority Debt Obligations and a Super Senior Payment Default shall be deemed to exist if such payments as to the Super Senior Obligations due on such date were not made prior to or concurrently with the making of any such payment on the First Lien Priority Debt Obligations); or
(ii) subject to Section 5.03(d), (A) the First Lien Priority Representative shall have received a Super Senior Default Notice from the Super Senior Representative stating that a Super Senior Covenant Default exists or would be created by the making of such payment, (B) each such Super Senior Covenant Default shall not have been cured or waived and (C) 180 days shall not have elapsed since the date such Super Senior Default Notice was received by the First Lien Priority Representative.
(b) The Grantors may resume Permitted First Lien Priority Debt Payments (and may make any Permitted First Lien Priority Debt Payments missed due to the application of Section 5.03(a)) in respect of the First Lien Priority Debt Obligations:
(i) in the case of any a Super Senior Payment Default from the date the Lender Representative first received referred to in Section 5.03(a)(i), upon a written notice from the Senior Debt Representative of such Payment Default until the earlier of cure or waiver thereof;
(1) the date upon which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the date, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (yii) in the case of any Non-Payment Defaulta Super Senior Covenant Default referred to in Section 5.03(a)(ii), upon the earlier to occur of (A) the cure or waiver of all such Super Senior Covenant Defaults or (B) the expiration of such period of 180 days; or
(iii) in each case, from and after the date the Lender Representative first received a written notice from the Discharge of Super Senior Debt Representative Obligations.
(c) Notwithstanding any provision of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit this Section 5.03 to the extent they have not been drawn upon, shall be fully secured by cash collateral or contrary:
(3i) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the provisions of this paragraph have been waived by the Senior Debt Holders (any such period described in clauses (x) or (y) the Grantors shall not be referred to as a "Payment Blockage Period"), PROVIDED that: (1) during any consecutive 12-month period, no more than two Payment Blockage Periods relating to any Non-Payment Default may be commenced, (2) no Payment Blockage Periods relating to any Non-Payment Default, singly or in the aggregate, may be in effect for more than 180 days during any consecutive 12-month periodprohibited from making, and (3the First Lien Priority Debt Parties shall not be prohibited from receiving, Permitted First Lien Priority Debt Payments under Section 5.03(a)(ii) during the entire term of this Agreement, no for more than an aggregate of five Payment Blockage Periods with respect 180 days within any period of 360 consecutive days, (y) no more than two (2) Super Senior Default Notices pursuant to Non-Payment Defaults Section 5.03(a)(ii) may be commenced.provided within any period of 360 consecutive days, and (z) in the aggregate, there may be no more than five (5) payment blockage periods pursuant to Section 5.03(a)(ii) prior to the stated maturity of the First Lien Priority Debt Obligations;
(ii) Any notice commencing a Payment Blockage Period no Super Senior Covenant Default existing on the date any Super Senior Default Notice is given by the Senior Debt Representative to the Company or the Lender Representative pursuant to this SECTION 7.2 Section 5.03(a)(ii) shall, unless the same shall specify in reasonable detail the default which is continuing and the have ceased to exist for a period of at least 90 consecutive days, be used as a basis upon which for any subsequent such notice is being given and shall state that no amounts shall be payable by any Debtor Party or any other Person in respect (for purposes of this paragraph, breaches of the Subordinated Obligations in accordance with this SECTION 7.2. The Company, forthwith upon receipt of any such notice, same financial covenant for consecutive periods shall send copies thereof to the Lenders.constitute separate and distinct Super Senior Covenant Defaults); and
(iii) In the event that, notwithstanding failure of the foregoing, any Debtor Party or any other Person shall Grantors to make any payment or distribution Distribution with respect to the First Lien Priority Debt Obligations by reason of the operation of this subsection 5.03(c) shall not be construed as preventing the occurrence of an event of default under the First Lien Priority Debt Documents (subject to the provisions of Section 5.04 below).
(d) Unless and until the Discharge of Super Senior Obligations has occurred, if any kind or character, whether in cash, property or securities Distribution on account of the First Lien Priority Debt Obligations not permitted to any Lender prohibited be made by the foregoing provisions of Grantors or accepted by any First Lien Priority Debt Party under this SECTION 7.2Agreement is made and received by such First Lien Priority Debt Party, or any Lender shall accept the same, then and in such event such payment or distribution Distribution shall be deemed to be the property of, segregated, received and shall be held in trust for the benefit of and forthwith paid over to the Designated Super Senior Representative for the benefit of the Super Senior Representative and the Super Senior Secured Parties and shall be immediately promptly paid over and delivered forthwith to the Super Senior Debt Holders (Representative in the same form as receivedreceived for application (in accordance with the Super Senior Debt Documents) to the payment of the Super Senior Obligations then remaining unpaid, with any necessary endorsement) to the extent necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated Super Senior Representative is hereby authorized to make payment in full (or, in any such endorsements as agent for each of the case of non-cash property First Lien Priority Representatives or securities, to be held as collateral for any such payment in full in cash) of all Senior First Lien Priority Debt remaining unpaid until all such Senior Debt shall have been paid in full or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral, after giving effect to any concurrent payment or distribution to the Senior Debt HoldersParty. In the event that any Lender fails to provide any necessary endorsement as contemplated above, the Senior Debt Holders are hereby irrevocably authorized to appropriately make the sameThis authorization is coupled with an interest and is irrevocable.
Appears in 1 contract
Payment Blockage. No direct or indirect payment (iexcluding any payment or distribution of Permitted Junior Securities) In by or on behalf of the event [Credit Party] of any Event principal of Default (as defined in or interest on the Senior Credit Agreement) Subordinated Debt Instruments, whether pursuant to the terms of the Subordinated Debt Instruments, upon acceleration, pursuant to an offer to purchase or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of principal of or premium or interest on, all or any other amount owing with respect to, portion of the obligations on any Designated Senior DebtIndebtedness, whether at maturity, by on account of mandatory redemption or prepayment, acceleration or otherwise ("Payment Default") otherwise, and such default shall not have been cured or (b) in waived or the benefits of 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 that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the [Debtholders] [Subordinated Debt shall have occurred and be continuing, permitting Trustee] of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Debt to declare such Senior Debt due and payable prior to the date Indebtedness or a trustee or agent acting on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative behalf of such Payment Default Designated Senior Indebtedness, then, unless and until the earlier such non-payment event of (1) the date upon which the default has been cured or waived or has ceased to exist or such Designated Senior Debt shall be paid Indebtedness has been discharged or repaid in full in cash or in the case benefits of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the date, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the these provisions of this paragraph have been waived by the holders of such Designated Senior Debt Holders Indebtedness, no direct or indirect payment (excluding any such period described in clauses (x) payment or (ydistribution of Permitted Junior Securities) shall be referred made by or on behalf of the [Credit Party] of principal of or interest on the Subordinated Debt Instruments, to as such holders, during a period (a "Payment Blockage Period"), PROVIDED that: (1) during any consecutive 12-month period, no more than two Payment Blockage Periods relating to any Non-Payment Default may be commenced, (2) no Payment Blockage Periods relating to any Non-Payment Default, singly commencing on the date of receipt of such notice by [the Debtholders] [the Subordinated Debt Trustee] and ending 179 days thereafter. Notwithstanding anything herein or in the aggregateSubordinated Debt Instruments to the contrary, may be (x) in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods with respect to Non-Payment Defaults may be commenced.
(ii) Any notice commencing event shall a Payment Blockage Period given by extend beyond 179 days from the Senior Debt Representative date the Payment Blockage Notice in respect thereof was given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (z) not more than one Payment Blockage Period may be commenced with respect to the Company Subordinated Debt Instruments during any period of 360 consecutive days. No non-payment event of default that existed or was continuing on the Lender Representative pursuant to this SECTION 7.2 shall specify in reasonable detail the default which is continuing and the basis upon which such notice is being given and shall state that no amounts shall be payable by any Debtor Party or any other Person in respect date of the Subordinated Obligations in accordance with this SECTION 7.2. The Company, forthwith upon receipt commencement of any such notice, shall send copies thereof Payment Blockage Period with respect to the Lenders.
Designated Senior Indebtedness initiating such Payment Blockage Period (iii) In the event that, notwithstanding the foregoing, any Debtor Party or any other Person shall make any payment or distribution of any kind or character, whether in cash, property or securities to any Lender prohibited by the foregoing provisions of this SECTION 7.2, or any Lender shall accept the same, then and in such event such payment or distribution shall be deemed to be the property of, segregated, received and held in trust for the benefit of and shall be immediately paid over and delivered forthwith to the Senior Debt Holders (in the same form as received, with any necessary endorsement) to the extent necessary to make payment in full (orthe holder of Designated Senior Indebtedness, in or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the case basis for the commencement of any other Payment Blockage Period by the holder or holders of such Designated Senior Indebtedness or a trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-cash property payment event of default has been cured or securities, to be held as collateral waived for such payment in full in cash) a period of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral, after giving effect to any concurrent payment or distribution to the Senior Debt Holdersless than 90 consecutive days. In the event that any Lender fails to provide any necessary endorsement as contemplated above, the Senior Debt Holders are hereby irrevocably authorized to appropriately make the same.Affiliate Subordination Provisions
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Payment Blockage. Beginning on the date the Second Lien Agent receives notice from the First Lien Agent of the occurrence of a First Lien Default that has not been remedied or waived (isuch date, the “Payment Blockage Date”), and continuing thereafter until the earlier of (a) In the event of any Event of Default one hundred eightieth (as defined in 180th) day following the Senior Credit Agreement) in the payment of principal of or premium or interest onPayment Blockage Date, or any other amount owing with respect to, any Senior Debt, whether at maturity, by acceleration or otherwise ("Payment Default") or (b) in the event that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") with respect to any Senior Debt shall have occurred and be continuing, permitting the holder of such Senior Debt to declare such Senior Debt due and payable prior to the date on which it would the circumstances giving rise to such Payment Blockage Date have been remedied or the First Lien Agent has otherwise have become due agreed in writing (such period, the “Payment Blockage Period”), neither the Borrower nor any Guarantor may make, and payableno Second Lien Claimholder or Second Lien Agent shall accept, then no receive or collect, any payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party from the Borrower or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in Guarantor. In the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Payment Default until the earlier of (1) the date upon which the Senior Debt shall be paid in full in cash payment on or in the case of Senior Debt in respect of letters any Second Lien Obligations that would (in the absence of credit any such payment blockage) have been due and payable on any date during the Payment Blockage Period pursuant to the extent they have terms of the Second Lien Documents, the provisions of this Section 4.4 shall not been drawn uponprevent the making and acceptance of such payment, shall be fully secured by cash collateral or (2) together with any additional default interest as is due on the dateSecond Lien Obligations, if anyrequested, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from after the date immediately following the Lender Representative first received a written notice from the Senior Debt Representative termination of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or provided that the provisions of this paragraph have been waived by the Senior Debt Holders (any such period described in clauses (x) or (y) shall be referred to as a "Payment Blockage Period"), PROVIDED that: (1) during any consecutive 12-month period, no more than two Payment Blockage Periods relating to any Non-Payment Default may be commenced, (2) no Payment Blockage Periods relating to any Non-Payment Default, singly or in the aggregate, may be in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods with respect to Non-Payment Defaults may be commenced.
(ii) Any notice commencing a other Payment Blockage Period given by the Senior Debt Representative to the Company or the Lender Representative pursuant to this SECTION 7.2 shall specify is then in reasonable detail the default which is continuing and the basis upon which such notice is being given and shall state that no amounts shall be payable by any Debtor Party or any other Person in respect of the Subordinated Obligations in accordance with this SECTION 7.2effect). The Company, forthwith upon receipt of any such notice, shall send copies thereof to the Lenders.
(iii) In the event that, notwithstanding the foregoing, any Debtor Party either the Borrower or any other Person Guarantor shall make any payment or distribution of any kind or character, whether in cash, property or securities to any Lender Second Lien Claimholder prohibited by the foregoing provisions of this SECTION 7.2, or any Lender shall accept the sameSection 4.4, then and in such event such payment or distribution shall be deemed to be the property of, segregated, received and held in trust for the benefit of and immediately shall be immediately paid over and delivered forthwith to the Senior Debt Holders (in the same form as received, with any necessary endorsement) to the extent necessary to make payment in full (or, in the case of non-cash property or securities, to be held as collateral First Lien Agent for such payment in full in cash) of all Senior Debt application against First Lien Obligations remaining unpaid until the conclusion of the Payment Blockage Period. While a Payment Blockage Period is in effect for any given First Lien Default, the First Lien Agent may provide notice of one or more other First Lien Defaults and thereby commence one or more new Payment Blockage Periods with respect thereto, and no payments by the Borrower or any Guarantor to Second Lien Agent or any Second Lien Claimholder shall be permitted unless all such Senior Debt shall Payment Blockage Periods have been paid in full terminated (whether by expiration of all applicable 180-day periods or in by the case remedy or waiver of Senior Debt in respect of letters of credit the circumstances giving rise to the extent they have Payment Blockage Periods). Each event or condition giving rise to a First Lien Default that is not been drawn upon, shall be fully secured by cash collateral, after giving effect necessarily tied to any concurrent payment or distribution to the Senior Debt Holders. In the event that any Lender fails to provide any necessary endorsement as contemplated abovea specific date (e.g., the Senior Debt Holders are hereby irrevocably authorized quarterly determination date for financial covenants or the due dates specified under the First Lien Credit Agreement for payment of principal or interest on the loans made thereunder) will be deemed to appropriately make the sameoccur on each date that such event or condition remains in effect until remedied.
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Samples: Intercreditor Agreement (Starboard Resources, Inc.)
