Common use of Payment Default or Acceleration Clause in Contracts

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 of this Agreement are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Lenders or the Subordinated Indebtedness Representative shall have received a Payment Default Notice, then neither the Borrower nor any Subsidiary may make, and no Subordinated Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Subsidiary on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "Scheduled Payment Date") during such Payment Blockage Period pursuant to the terms of the Subordinated Notes as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 of this Agreement, the provisions of this Section 2.02 shall not prevent the making and acceptance of such payment (a "Scheduled Payment"), together with any additional default interest as is due on the Subordinated Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either the Borrower or any Subsidiary shall make any payment or distribution to any Subordinated Lender prohibited by the foregoing provisions of this Section 2.02, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is paid in full in cash. Any Payment Default Notice shall be deemed received by the Subordinated Lenders upon the date of actual receipt by the Subordinated Lenders or the Subordinated Indebtedness Representative of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 1.5 of this Agreement Annex II are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Term Lenders or the Subordinated Indebtedness Representative Term Administrative Agent or other representative shall have received a Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary may make, and no Subordinated Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "Scheduled Payment Date") during such Payment Blockage Period pursuant to the terms of the Subordinated Notes Term Notes, if requested, as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 1.12 of this AgreementAnnex II, the provisions of this Section 2.02 1.2 shall not prevent the making and acceptance of such payment (a "Scheduled Payment"), together with any additional default interest as is due on the Subordinated Term Notes, if requested, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either the Borrower or any Restricted Subsidiary shall make any payment or distribution to any Subordinated Term Lender prohibited by the foregoing provisions of this Section 2.021.2, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is paid in full in cashcash and all letters of credit are fully cash collateralized. Any Payment Default Notice shall be deemed received by the Subordinated Term Lenders upon the date of actual receipt by the Subordinated Term Lenders or the Subordinated Indebtedness Representative Term Administrative Agent or other representative of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 14.05 of this Agreement are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Term Lenders or the Subordinated Indebtedness Representative Administrative Agent or other representative shall have received been furnished a Payment Default Notice, then neither of the Borrower Borrowers nor any Subsidiary may make, and no Subordinated Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower Borrowers or any Subsidiary on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "Scheduled Payment Date") during such Payment Blockage Period pursuant to the terms of the Subordinated Term Notes as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 of this Agreement, the provisions of this Section 2.02 14.02 shall not prevent the making and acceptance of such payment (a "Scheduled Payment"), together with any additional default interest as is due on the Subordinated Term Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either the Borrower Borrowers or any Subsidiary shall make any payment or distribution to any Subordinated Term Lender prohibited by the foregoing provisions of this Section 2.0214.02, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is paid in full in cash. Any Payment Default Notice shall be deemed received by the Subordinated Lenders upon the date of actual receipt by the Subordinated Lenders or the Subordinated Indebtedness Representative of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 of this Agreement are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Term Lenders or the Subordinated Indebtedness Representative Administrative Agent or other representative shall have received a Payment Default Notice, then neither the Borrower nor any Subsidiary Guarantor may make, and no Subordinated Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Subsidiary on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "“Scheduled Payment Date"”) during such Payment Blockage Period pursuant to the terms of the Subordinated Term Notes as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 of this Agreementhereof, the provisions of this Section 2.02 shall not prevent the making and acceptance of such payment (a "“Scheduled Payment"”), together with any additional default interest as is due on the Subordinated Term Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either the Borrower or any Subsidiary shall make any payment or distribution to any Subordinated Term Lender prohibited by the foregoing provisions of this Section 2.02, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is paid in full in cash. Any Payment Default Notice shall be deemed received by the Subordinated Term Lenders upon the date of actual receipt by the Subordinated Term Lenders or the Subordinated Indebtedness Representative Administrative Agent of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 of this Agreement 2.5 are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Lenders or the Subordinated Indebtedness Representative Noteholder Collateral Agent shall have received a Payment Default Notice, then during the applicable Payment Blockage Period neither the Borrower Company nor any Subsidiary may make, and no Subordinated Lender Noteholder shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Propertyproperty, by setoffsetoff or otherwise, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower Company or any Subsidiary on account of the Subordinated Obligations during the Payment Blockage PeriodObligations; provided, however, that in the case of any payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "“Scheduled Payment Date"”) during such Payment Blockage Period pursuant to the terms of the Subordinated Notes Note Agreement as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 of this Agreement2.12, the provisions of this Section 2.02 2.2 shall not prevent the making and acceptance of such payment (a "“Scheduled Payment"”), together with any additional default interest as is due on the Subordinated NPA Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either the Borrower Company or any Subsidiary shall make any payment or distribution to any Subordinated Lender Noteholder prohibited by the foregoing provisions of this Section 2.022.2, then and in such event such payment or distribution shall be held in trust for the benefit of of, and immediately shall be paid over to to, the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is paid in full in cash. Any Payment Default Notice shall be deemed received by the Subordinated Lenders Noteholder Collateral Agent upon the date of actual receipt by the Subordinated Lenders or the Subordinated Indebtedness Representative it of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 9 of this Agreement are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Second Lien Lenders or the Subordinated Indebtedness Representative Second Lien Administrative Agent or other representative shall have received a Payment Default Notice, then neither of the Borrower Borrowers nor any Subsidiary may make, and no Subordinated Second Lien Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower Borrowers or any Subsidiary of their Subsidiaries on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "Scheduled Payment Date") during such Payment Blockage Period pursuant to the terms of the Subordinated Notes Second Lien Credit Agreement or the Second Lien Notes, if requested, as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 15 of this Agreement, the provisions of this Section 2.02 6 shall not prevent the making and acceptance of such payment (a "Scheduled Payment"), together with any additional default interest as is due on Second Lien Credit Agreement or the Subordinated Second Lien Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either of the Borrower Borrowers or any Subsidiary of their Subsidiaries shall make any payment or distribution to any Subordinated Second Lien Lender prohibited by the foregoing provisions of this Section 2.026, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative Collateral Agent for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is paid as set forth in full in cashSection 5 of this Agreement. Any Payment Default Notice shall be deemed received by the Subordinated Second Lien Lenders upon the date of actual receipt by the Subordinated Second Lien Lenders or the Subordinated Indebtedness Representative Second Lien Administrative Agent or other representative designated pursuant to Section 16 hereof of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 1.5 of this Agreement Annex II are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Term Lenders or the Subordinated Indebtedness Representative Term Administrative Agent or other representative shall have received a Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary may make, and no Subordinated Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "“Scheduled Payment Date"”) during such Payment Blockage Period pursuant to the terms of the Subordinated Term Notes as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 1.12 of this AgreementAnnex II, the provisions of this Section 2.02 1.2 shall not prevent the making and acceptance of such payment (a "“Scheduled Payment"”), together with any additional default interest as is due on the Subordinated Term Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either neither the Borrower or nor any Restricted Subsidiary shall make any payment or distribution to any Subordinated Term Lender prohibited by the foregoing provisions of this Section 2.021.2, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is are paid in full in cash. Any Payment Default Notice shall be deemed received by the Subordinated Term Lenders upon the date of actual receipt by the Subordinated Term Lenders or the Subordinated Indebtedness Representative Term Administrative Agent or other representative of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 1.5 of this Agreement Annex I are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Term Lenders or the Subordinated Indebtedness Representative Term Administrative Agent or other representative shall have received a Payment Default Notice, then neither the Borrower nor any Subsidiary Restricted Company may make, and no Subordinated Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Subsidiary Restricted Company on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "“Scheduled Payment Date"”) during such Payment Blockage Period pursuant to the terms of the Subordinated Term Notes as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 1.12 of this AgreementAnnex I, the provisions of this Section 2.02 1.2 shall not prevent the making and acceptance of such payment (a "“Scheduled Payment"”), together with any additional default interest as is due on the Subordinated Term Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either the Borrower or any Subsidiary Restricted Company shall make any payment or distribution to any Subordinated Term Lender prohibited by the foregoing provisions of this Section 2.021.2, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is paid in full in cash. Any Payment Default Notice shall be deemed received by the Subordinated Term Lenders upon the date of actual receipt by the Subordinated Term Lenders or the Subordinated Indebtedness Representative Term Administrative Agent or other representative of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 1.5 of this Agreement Annex II are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Term Lenders or the Subordinated Indebtedness Representative Term Administrative Agent or other representative shall have received a Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary may make, and no Subordinated Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "Scheduled Payment Date") during such Payment Blockage Period pursuant to the terms of the Subordinated Term Notes as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 1.12 of this AgreementAnnex II, the provisions of this Section 2.02 1.2 shall not prevent the making and acceptance of such payment (a "Scheduled Payment"), together with any additional default interest as is due on the Subordinated Term Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either neither the Borrower or nor any Restricted Subsidiary shall make any payment or distribution to any Subordinated Term Lender prohibited by the foregoing provisions of this Section 2.021.2, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is are paid in full in cash. Any Payment Default Notice shall be deemed received by the Subordinated Term Lenders upon the date of actual receipt by the Subordinated Term Lenders or the Subordinated Indebtedness Representative Term Administrative Agent or other representative of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 of this Agreement are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Term Lenders or the Subordinated Indebtedness Representative Administrative Agent or other representative shall have received a Payment Default Notice, then neither the Borrower nor any Subsidiary may make, and no Subordinated Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Subsidiary on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment Scheduled Term Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "Scheduled Payment Date") during such Payment Blockage Period pursuant to the terms of the Subordinated Term Notes as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 5.03 of this Agreement, the provisions of this Section 2.02 shall not prevent the making and acceptance of such payment (a "Scheduled Term Payment"), together with any additional default interest as is due on the Subordinated Term Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either the Borrower or any Subsidiary shall make any payment or distribution to any Subordinated Term Lender prohibited by the foregoing provisions of this Section 2.02, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is paid in full in cash. Any Payment Default Notice shall be deemed received by the Subordinated Term Lenders upon the date of actual receipt by the Subordinated Term Lenders or the Subordinated Indebtedness Representative Administrative Agent of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 1.5 of this Agreement Annex II are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Term Lenders or the Subordinated Indebtedness Representative Term Administrative Agent or other representative shall have received a Payment Default Notice, then neither the Borrower nor any Subsidiary may make, and no Subordinated Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Subsidiary on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "“Scheduled Payment Date"”) during such Payment Blockage Period pursuant to the terms of the Subordinated Term Notes as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 1.12 of this AgreementAnnex II, the provisions of this Section 2.02 1.2 shall not prevent the making and acceptance of such payment (a "“Scheduled Payment"”), together with any additional default interest as is due on the Subordinated Term Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either the Borrower or any Subsidiary shall make any payment or distribution to any Subordinated Term Lender prohibited by the foregoing provisions of this Section 2.021.2, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is are paid in full in cash. Any Payment Default Notice shall be deemed received by the Subordinated Term Lenders upon the date of actual receipt by the Subordinated Term Lenders or the Subordinated Indebtedness Representative Term Administrative Agent or other representative of such Payment Default Notice in writing.

Payment Default or Acceleration. Except under circumstances when the terms of Section 2.05 of this Agreement 6(e) are applicable, if (a) a Payment Default or Senior Indebtedness Acceleration shall have occurred and be continuing and (b) the Subordinated Lenders Administrative Agent or the Subordinated Indebtedness Representative other representative shall have received a Payment Default Notice, then neither the Borrower Company nor any Subsidiary may make, and no Subordinated Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower Company or any Subsidiary on account of the Subordinated Obligations during the Payment Blockage Period; provided, however, that in the case of any payment on or in respect of any Subordinated Obligation that would (in the absence of any such Payment Default Notice) have been due and payable on any date (a "“Scheduled Payment Date"”) during such Payment Blockage Period pursuant to the terms of the Subordinated Notes Note as in effect on the date hereof or as amended consistent with the provisions of Section 2.12 of this Agreement6(k), the provisions of this Section 2.02 6(b) shall not prevent the making and acceptance of such payment (a "“Scheduled Payment"”), together with any additional default interest as is due on the Subordinated Notes, on or after the date immediately following the termination of such Payment Blockage Period. In the event that, notwithstanding the foregoing, either the Borrower Company or any Subsidiary shall make any payment or distribution to any Subordinated Lender Holder prohibited by the foregoing provisions of this Section 2.026(b), then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness is are paid in full in cash. Any Payment Default Notice shall be deemed received by the Subordinated Lenders Holders upon the date of actual receipt by the Subordinated Lenders Holders or the Subordinated Indebtedness Representative Administrative Agent or other representative of such Payment Default Notice in writing.