Common use of Payment Limitation Clause in Contracts

Payment Limitation. (a) In the event and during the continuance of any Senior Default (as hereinafter in this paragraph defined) and prior to the declaration of such Senior Indebtedness to be due and payable prior to its stated maturity, the holders of not less than 25% of the aggregate principal amount of such series of Senior Indebtedness, acting through a trustee, agent or otherwise may give to both the Company and each Holder of Securities written notice referring to the Securities and this Indenture and specifying that it is a notice of a Senior Default (a "Senior Default Notice") and, thereafter, no payment or distribution of any kind or character (whether in cash, property or securities) shall be made on or in respect of any Securities, and no Holder of Securities shall take or receive or retain from the Company or any Subsidiary, directly or indirectly, in cash, property or securities, or by way of set-off or in any other manner, payment of all or any of the Securities during the period (a "Senior Default Blockage Period") commencing on the date of receipt by both the Company and the Trustee of such notice and ending on the earliest of (i) the date of the repayment in full of such Senior Indebtedness, (ii) the date on which such Senior Indebtedness shall have been declared due and payable prior to its stated maturity (in which case Section 9.04(b) shall govern), (iii) the date on which such Senior Default shall have been cured or waived, (iv) the date on which the holders of not less than 25% of the aggregate outstanding principal amount of such series of Senior Indebtedness, acting through a trustee, agent or otherwise, shall have delivered to the Company and the Trustee a notice referring to the Securities and the immediately preceding Senior Default Notice and stating that such Senior Default Notice has been withdrawn, or (v) the 180th day following the receipt by both the Company and the Trustee of such Senior Default Notice pursuant to this clause (a). Any number of Senior Default Notices may be given, provided that (A) only one Senior Default Notice may be given with respect to any single occurrence of a Senior Default and (B) no Senior Default Notice shall be effective at any time to prevent any payment from being made by or on behalf of the Company or any Subsidiary for or on account of any Securities (and any such Senior Default Notice shall be or become null and void ab initio) if, within the 360-day period next preceding the date on which such Senior Default Notice shall have been delivered to the Company and the Trustee, a Senior Default Blockage Period was in effect for all or part of such period. All payments in respect of Securities postponed during any Senior Default Blockage Period shall be immediately due and payable upon the termination thereof (together with such additional interest as is provided herein, any indentures supplemental hereto and in the Securities for late payment of principal, premium or interest). As used herein, the term "Senior Default" means any default with respect to any Senior Indebtedness which as of such time permits the holders of not less than 25% of the aggregate outstanding principal amount of such Senior Indebtedness to cause such Senior Indebtedness to become due prior to its scheduled maturity.

Payment Limitation. (a) In 4.4.1. Landlord’s payment to Tenant hereunder on account of the event and during the continuance New Tenant Improvements shall not be deemed Landlord’s approval or acceptance of any Senior Default (portion of the work furnished or materials supplied as hereinafter set forth in this paragraph defined) and prior Tenant’s payment request. Notwithstanding any provision to the declaration of such Senior Indebtedness to be due and payable prior to its stated maturity, the holders of not less than 25% of the aggregate principal amount of such series of Senior Indebtedness, acting through a trustee, agent or otherwise may give to both the Company and each Holder of Securities written notice referring to the Securities and this Indenture and specifying that it is a notice of a Senior Default contrary set forth herein (a "Senior Default Notice") and, thereafter, no payment or distribution of any kind or character (whether in cash, property or securities) shall be made on or in respect of any Securities, and no Holder of Securities shall take or receive or retain from the Company or any Subsidiary, directly or indirectly, in cash, property or securities, or by way of set-off or in any other manner, payment of all or any of the Securities during the period (a "Senior Default Blockage Period") commencing on the date of receipt by both the Company and the Trustee of such notice and ending on the earliest of (i) the date of the repayment in full of such Senior Indebtedness, (ii) the date on which such Senior Indebtedness shall have been declared due and payable prior to its stated maturity (in which case Section 9.04(b) shall govern), (iii) the date on which such Senior Default shall have been cured or waived, (iv) the date on which the holders of not less than 25% of the aggregate outstanding principal amount of such series of Senior Indebtedness, acting through a trustee, agent or otherwise, shall have delivered to the Company and the Trustee a notice referring to the Securities and the immediately preceding Senior Default Notice and stating that such Senior Default Notice has been withdrawn, or (v) the 180th day following the receipt by both the Company and the Trustee of such Senior Default Notice pursuant to this clause (a). Any number of Senior Default Notices may be given, provided that (A) only one Senior Default Notice may be given except with respect to any single occurrence of a Senior Default and (B) no Senior Default Notice the Signage Allocation which shall be effective at handled as set forth in Paragraph 4.4.2), to the extent Tenant has not submitted to Landlord all required information and documentation for any time to prevent any payment from being made by or on behalf costs for which the relevant portions of the Company TI Allowance may be used as reimbursement on or prior to December 31, 2009, Tenant’s right to receive any Subsidiary for or on account unclaimed portion of any Securities (and any such Senior Default Notice the TI Allowance other than the Signage Allocation shall terminate, the provisions of Paragraph 4.2 shall be of no further force or become null effect (except as to amounts for which Tenant has timely submitted the information and void ab initio) ifdocumentation as required under Paragraph 4.2 and the Signage Allocation as provided in Paragraph 4.4.2), within the 360-day period next preceding the date on which such Senior Default Notice and, except as provided in Paragraph 4.4.2 Landlord shall have been delivered no further obligations whatsoever under Paragraph 4.2. Except for Landlord’s obligation to pay the Company and relevant portions of the Trustee, a Senior Default Blockage Period was in effect for all or part of such period. All payments in respect of Securities postponed during any Senior Default Blockage Period shall be immediately due and payable upon the termination thereof (together with such additional interest TI Allowance as is provided herein, any indentures supplemental hereto all costs of all New Tenant Improvements shall be borne by Tenant. 4.4.2. Tenant shall have the right to allocate all or a portion of the unused Soft Cost Portion toward Tenant’s obligations to remove and/or relocate existing signage, repair and restore the Building or the Project, and install new signage, all as set forth in Paragraphs 11.3, 11.4 and 11.5. Tenant may allocate so much of the Securities for late payment of principal, premium or interest)Soft Cost Portion as may be available toward Tenant’s obligations under Paragraph 11.3. As to Tenant’s potential obligations under Paragraphs 11.4 and 11.5 (as used herein, the term "Senior Default" means any default “Signage Allocation”), Tenant shall notify Landlord in writing of the portion, if any, of the unused Soft Cost Portion Tenant wants allocated to the Signage Allocation under Paragraphs 11.4 and 11.5, which written notice must be received by Landlord on or prior to December 31, 2009 or no portion of the unused Soft Cost Portion shall be so allocated. If Tenant timely allocates a portion of the unused Soft Cost Portion toward the Signage Allocation, the provisions of Paragraph 4.4.1 shall not apply to the Signage Allocation and Landlord’s obligations under Paragraph 4.2 shall continue in full force and effect with respect to any Senior Indebtedness which as payment to Tenant of such time permits up to the holders of not less than 25% full amount of the aggregate outstanding principal amount Signage Allocation toward the costs actually incurred by Tenant pursuant to Paragraphs 11.4 and 11.5. In no event shall Landlord have any obligation to pay to Tenant any unused portion of such Senior Indebtedness to cause such Senior Indebtedness to become due prior to its scheduled maturitythe TI Allowance including, without limitation, the Signage Allocation.

Payment Limitation. (a) In Payments by any Indemnifying Party shall be limited to the event and during the continuance amount of any Senior Default (as hereinafter in this paragraph defined) and prior to the declaration of such Senior Indebtedness to be due and payable prior to its stated maturity, the holders of not less than 25% of the aggregate principal amount of such series of Senior Indebtedness, acting through a trustee, agent loss or otherwise may give to both the Company and each Holder of Securities written notice referring to the Securities and this Indenture and specifying damage that it is a notice of a Senior Default (a "Senior Default Notice") and, thereafter, no payment or distribution of remains after deducting therefrom any kind or character (whether in cash, property or securities) shall be made on or in respect of any Securities, and no Holder of Securities shall take or receive or retain from the Company or any Subsidiary, directly or indirectly, in cash, property or securities, or by way of set-off or in any other manner, payment of all or any of the Securities during the period (a "Senior Default Blockage Period") commencing on the date of receipt by both the Company and the Trustee of such notice and ending on the earliest of (i) Tax Benefit to the date of the repayment in full of such Senior IndebtednessIndemnified Party, (ii) any insurance proceeds relating thereto actually received by the date on which such Senior Indebtedness shall have been declared due and payable prior to its stated maturity Indemnified Party (in which case Section 9.04(b) shall governnet of the amount of any insurance deductible or similar amounts deducted therefrom or self-insured retentions assumed by the Indemnified Party), and (iii) any indemnity, contribution or other similar payment relating thereto actually received by the date on which such Senior Default Indemnified Party; provided, that in the case of subsections (ii) and (iii) above, the Indemnified Party shall use commercially reasonable efforts to pursue or otherwise seek to obtain any insurance proceeds under any insurance policy (other than self-insurance or retrospective policies) or any indemnity, contribution or other similar payment but that the Indemnified Party shall have been cured no obligation to engage in any litigation in connection therewith); provided, however, that, except as required pursuant to Section 6.15, the Purchaser Indemnified Parties shall have no obligation to make any claim under any insurance policy or waivedseek to obtain any indemnity or similar payment in respect of Losses related to any Excluded Liability. If an Indemnified Party receives such insurance proceeds or indemnity, (iv) contribution or other similar payments for which it has received indemnification, such party shall pay over to the date on which Indemnifying Party the holders of not less than 25% of the aggregate outstanding principal amount of such series insurance proceeds or indemnity, contribution or other similar payments when received. In computing the amount of Senior Indebtednessany Tax Benefit, acting through a trusteethe Indemnified Party shall be deemed to recognize all other items of income, agent gain, loss, deduction or otherwise, shall have delivered to the Company and the Trustee a notice referring to the Securities and the immediately preceding Senior Default Notice and stating that such Senior Default Notice has been withdrawn, or (v) the 180th day following credit before recognizing any item arising from the receipt by both the Company and the Trustee of such Senior Default Notice pursuant to this clause (a). Any number of Senior Default Notices may be given, provided that (A) only one Senior Default Notice may be given with respect to any single occurrence of a Senior Default and (B) no Senior Default Notice shall be effective at any time to prevent any payment from being made by or on behalf of the Company or any Subsidiary for or on account of any Securities (and indemnification payment hereunder or the incurrence or payment of any such Senior Default Notice shall be or become null and void ab initio) ifindemnified loss; provided that, within the 360-day period next preceding the date on which such Senior Default Notice shall have been delivered to the Company and the Trustee, if a Senior Default Blockage Period was in effect for all or part of such period. All payments in respect of Securities postponed during any Senior Default Blockage Period shall be immediately due and payable upon the termination thereof (together with such additional interest as Tax Benefit is provided herein, any indentures supplemental hereto and not realized in the Securities for late taxable period during which an Indemnifying Party makes an indemnification payment of principal, premium or interest). As used hereinthe Indemnified Party incurs or pays any loss, the term "Senior Default" means any default with respect parties hereto shall thereafter make payments to any Senior Indebtedness which as one another at the end of each subsequent taxable period to reflect the net Tax Benefits realized by the parties hereto in each such time permits the holders of not less than 25% of the aggregate outstanding principal amount of such Senior Indebtedness to cause such Senior Indebtedness to become due prior to its scheduled maturitysubsequent taxable period.

Payment Limitation. (a) In Payments by any Indemnifying Party shall be limited to the event and during the continuance amount of any Senior Default (as hereinafter in this paragraph defined) and prior to the declaration of such Senior Indebtedness to be due and payable prior to its stated maturity, the holders of not less than 25% of the aggregate principal amount of such series of Senior Indebtedness, acting through a trustee, agent loss or otherwise may give to both the Company and each Holder of Securities written notice referring to the Securities and this Indenture and specifying damage that it is a notice of a Senior Default (a "Senior Default Notice") and, thereafter, no payment or distribution of remains after deducting therefrom any kind or character (whether in cash, property or securities) shall be made on or in respect of any Securities, and no Holder of Securities shall take or receive or retain from the Company or any Subsidiary, directly or indirectly, in cash, property or securities, or by way of set-off or in any other manner, payment of all or any of the Securities during the period (a "Senior Default Blockage Period") commencing on the date of receipt by both the Company and the Trustee of such notice and ending on the earliest of (i) Tax Benefit to the date of the repayment in full of such Senior IndebtednessIndemnified Party, (ii) any insurance proceeds relating thereto actually received by the date on which such Senior Indebtedness shall have been declared due and payable prior to its stated maturity Indemnified Party (in which case Section 9.04(b) shall governnet of the amount of any insurance deductible or similar amounts deducted therefrom or self-insured retentions assumed by the Indemnified Party), and (iii) any indemnity, contribution or other similar payment relating thereto actually received by the date on which such Senior Default Indemnified Party; provided, that in the case of subsections (ii) and (iii) of this Section 13.9, the Indemnified Party shall use commercially reasonable efforts to pursue or otherwise seek to obtain any insurance proceeds under any insurance policy (other than self-insurance or retrospective policies) or any indemnity, contribution or other similar payment but that the Indemnified Party shall have been cured no obligation to engage in any litigation in connection therewith); provided, however, that the Purchaser Indemnified Parties shall have no obligation to make any claim under any insurance policy or waivedseek to obtain any indemnity or similar payment in respect of Losses related to any Excluded Liability. If an Indemnified Party receives such insurance proceeds or indemnity, (iv) contribution or other similar payments for which it has received indemnification, such party shall pay over to the date on which Indemnifying Party the holders of not less than 25% of the aggregate outstanding principal amount of such series insurance proceeds or indemnity, contribution or other similar payments when received. In computing the amount of Senior Indebtednessany Tax Benefit, acting through a trusteethe Indemnified Party shall be deemed to recognize all other items of income, agent gain, loss, deduction or otherwise, shall have delivered to the Company and the Trustee a notice referring to the Securities and the immediately preceding Senior Default Notice and stating that such Senior Default Notice has been withdrawn, or (v) the 180th day following credit before recognizing any item arising from the receipt by both the Company and the Trustee of such Senior Default Notice pursuant to this clause (a). Any number of Senior Default Notices may be given, provided that (A) only one Senior Default Notice may be given with respect to any single occurrence of a Senior Default and (B) no Senior Default Notice shall be effective at any time to prevent any payment from being made by or on behalf of the Company or any Subsidiary for or on account of any Securities (and indemnification payment hereunder or the incurrence or payment of any such Senior Default Notice shall be or become null and void ab initio) ifindemnified loss; provided, within the 360-day period next preceding the date on which such Senior Default Notice shall have been delivered to the Company and the Trustee, that if a Senior Default Blockage Period was in effect for all or part of such period. All payments in respect of Securities postponed during any Senior Default Blockage Period shall be immediately due and payable upon the termination thereof (together with such additional interest as Tax Benefit is provided herein, any indentures supplemental hereto and not realized in the Securities for late taxable period during which an Indemnifying Party makes an indemnification payment of principal, premium or interest). As used hereinthe Indemnified Party incurs or pays any loss, the term "Senior Default" means any default with respect parties hereto shall thereafter make payments to any Senior Indebtedness which as one another at the end of each subsequent taxable period to reflect the net Tax Benefits realized by the parties hereto in each such time permits the holders of not less than 25% of the aggregate outstanding principal amount of such Senior Indebtedness to cause such Senior Indebtedness to become due prior to its scheduled maturitysubsequent taxable period.

Payment Limitation. Notwithstanding anything to the contrary contained in this Agreement or in any Repurchase Note delivered pursuant to the terms hereof, the Company's obligation to make a payment pursuant to a Repurchase Note or other note delivered pursuant to Sections 3, 5 or 6 of this Agreement shall be suspended to the extent and for so long as (ax) In the event making of such payment, together with the making of all other payments to be made during such fiscal year on account of the Company's purchases of Executive Securities pursuant to this Agreement and during securities purchased pursuant to any other agreements with shareholders of the continuance Company, would result in a violation of the Delaware Act or a breach of any Senior Default (as hereinafter covenant contained in this paragraph defined) and prior any loan or other bona fide agreement to the declaration of such Senior Indebtedness to be due and payable prior to its stated maturity, the holders of not less than 25% of the aggregate principal amount of such series of Senior Indebtedness, acting through a trustee, agent or otherwise may give to both the Company and each Holder of Securities written notice referring to the Securities and this Indenture and specifying that it is a notice of a Senior Default (a "Senior Default Notice") and, thereafter, no payment or distribution of any kind or character (whether in cash, property or securities) shall be made on or in respect of any Securities, and no Holder of Securities shall take or receive or retain from which the Company or any Subsidiary, directly or indirectly, in cash, property or securitiesof its Subsidiaries is a party, or by way (y) the Company's Subsidiaries are unable to pay to the Company dividends or other distributions sufficient to permit the Company to pay the entire purchase price for such Executive Securities in cash as a result of set-off applicable law or any covenant contained in any other manner, payment bona fide agreement to which any of all such Subsidiaries are a party. If any portion of the Company's obligation to Executive or any of Executive's transferees has been suspended for a period in excess of one hundred eighty (180) days from the Securities during the period (a "Senior Default Blockage Period") commencing on the original due date of receipt by both the Company and the Trustee of such notice and ending on the earliest of obligation, Executive (i) the date of the repayment in full of or such Senior Indebtedness, (ii) the date on which such Senior Indebtedness shall have been declared due and payable prior to its stated maturity (in which case Section 9.04(b) shall governtransferee), (iii) the date on which such Senior Default shall have been cured or waived, (iv) the date on which the holders of not less than 25% of the aggregate outstanding principal amount of such series of Senior Indebtedness, acting through a trustee, agent or otherwise, shall have by written notice delivered to the Company Company, may elect to rescind (on a pro rata basis between debt and the Trustee a notice referring to the Securities and the immediately preceding Senior Default Notice and stating that such Senior Default Notice has been withdrawn, or (vequity) the 180th day following sale of that portion of the receipt Executive Securities the proceeds of sale of which are represented by both unpaid notes made by the Company and the Trustee of which are owed to Executive or such Senior Default Notice transferee. If payments are suspended pursuant to this clause (aSection 5(b). Any number , and the Executive has not elected to rescind the sale, at such time as the Company is able to resume making payments without violation of Senior Default Notices may be giventhe Delaware Act, provided that (A) only one Senior Default Notice may be given with respect applicable law or a covenant in any bona fide agreement to any single occurrence of a Senior Default and (B) no Senior Default Notice shall be effective at any time to prevent any payment from being made by or on behalf of which the Company or any Subsidiary for or on account of any Securities (and any such Senior Default Notice its Subsidiaries is a party, the Company shall be or become null and void ab initio) if, within the 360-day period next preceding the date on which such Senior Default Notice shall have been delivered first make payments of arrearage owed to the Company and former shareholders on a proportional (to the Trustee, a Senior Default Blockage Period was in effect for all or part of such period. All payments in respect of Securities postponed during any Senior Default Blockage Period shall be immediately due and payable upon the termination thereof (together with such additional interest as is provided herein, any indentures supplemental hereto and in the Securities for late payment of principal, premium or interest). As used herein, the term "Senior Default" means any default with respect to any Senior Indebtedness which as of such time permits the holders of not less than 25% of the aggregate outstanding principal amount of such Senior Indebtedness to cause such Senior Indebtedness to become due prior to its arrearage) basis, and shall then make regularly scheduled maturitypayments.