Common use of Payment Restrictions Clause in Contracts

Payment Restrictions. Until the Discharge of the Senior Indebtedness and the Discharge of the Existing Pari Passu Indebtedness shall have occurred, all payments and distributions of any kind or character (whether in cash, securities, assets, by set-off or otherwise, including any payment that may be payable by reason of the payment of any other Indebtedness of the Obligor being subordinated to the payment of such Indebtedness) or otherwise on account of the Senior Indebtedness or the Existing Pari Passu Indebtedness shall be made on a Pro Rata Pari Passu Basis. Until the Discharge of the Senior Indebtedness shall have occurred, no payment or distribution (other than payments in kind) of any kind or character (whether in cash, securities, assets, by set-off, or otherwise, including any payment that may be payable by reason of the payment of any other Indebtedness of the Obligor being subordinated to the payment of such Indebtedness) or otherwise on account of the Existing Junior Indebtedness shall be made by or on behalf of the Obligor, and no Party or Person to whom the Existing Junior Indebtedness is owed will ask, demand, sxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligor. Notwithstanding anything in this Section 4a to the contrary, (i) the Obligor may make, and the Existing Secured Parties and the Senior Secured Parties may receive, upon the scheduled maturity date of any Indebtedness all payments necessary to Discharge such Indebtedness, and (ii) the Obligor may make, and the Existing Secured Parties and the Senior Secured Parties may receive, regularly scheduled payments of amortized principal and interest in respect of Existing Indebtedness and Senior Indebtedness pursuant to the terms of the documentation regarding such Indebtedness (as in effect on the date hereof), provided that, no payments may be made to any Existing Secured Party under this Section 4a if any default or event of default exists under the Senior Documents or would result after giving effect to such payment.

Payment Restrictions. Until Notwithstanding any provision of the Discharge Subordinated Debt Documents to the contrary and in addition to any other limitations set forth herein or therein, no payment of any principal, interest, fees, costs, expenses or any other amount due with respect to the Subordinated Indebtedness shall be made, and no Subordinated Creditor shall exercise any right of set-off or recoupment with respect to any Subordinated Indebtedness, until all of the Senior Indebtedness is indefeasibly paid in full in cash and the Discharge Commitments have been terminated, except that: (A) after the first anniversary of the Existing Pari Passu Indebtedness shall have occurredClosing Date, all payments Obligors may make and distributions of any kind or character (whether in cash, securities, assets, by set-off or otherwise, including any payment that Seller may be payable by reason of the payment of any other Indebtedness of the Obligor being subordinated to the payment of such Indebtedness) or otherwise on account of the Senior Indebtedness or the Existing Pari Passu Indebtedness shall be made on a Pro Rata Pari Passu Basis. Until the Discharge of the Senior Indebtedness shall have occurred, no payment or distribution (other than payments in kind) of any kind or character (whether in cash, securities, assets, by set-off, or otherwise, including any payment that may be payable by reason of the payment of any other Indebtedness of the Obligor being subordinated to the payment of such Indebtedness) or otherwise on account of the Existing Junior Indebtedness shall be made by or on behalf of the Obligor, and no Party or Person to whom the Existing Junior Indebtedness is owed will ask, demand, sxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligor. Notwithstanding anything in this Section 4a to the contrary, (i) the Obligor may make, and the Existing Secured Parties and the Senior Secured Parties may receive, upon the scheduled maturity date of any Indebtedness all payments necessary to Discharge such Indebtedness, and (ii) the Obligor may make, and the Existing Secured Parties and the Senior Secured Parties may receive, regularly scheduled current payments of amortized interest on the outstanding principal and interest balance of Seller Note No. 1 at a rate per annum not to exceed that rate set forth in respect of Existing Indebtedness and Senior Indebtedness pursuant to the terms of the documentation regarding such Indebtedness (Seller Note No. 1 as in effect on the date hereof), provided that, but only if (1) no payments may be made to any Existing Secured Party under this Section 4a if any default Default or event Event of default exists Default has occurred and is continuing under the Senior Documents Debt Documents; and (2) the Obligors’ payment of such interest will not result in, cause, or would create a Default or Event of Default under the Senior Debt Documents. Interest on Seller Note No. 1 shall accrue at the rate of no higher than 18% per annum on the principal outstanding from time to time on such note. All interest on Seller Note No. 1 during the first year following the Closing Date shall accrue, but shall not be paid by the Obligors to Seller until all of the Senior Indebtedness is indefeasibly paid in full in cash and the Commitments have been terminated. After the first anniversary of the Closing Date, 50% of the interest on Seller Note No. 1 shall be payable by the Obligors (if permitted by the terms and conditions of this Agreement) and the remaining 50% of the interest shall accrue and shall not be payable until the later of (y) the maturity of Seller Note No. 1 or (z) such date as when all of the Senior Indebtedness is indefeasibly paid in full in cash and the Commitments have been terminated; (B) after the first anniversary of the Closing Date, Obligors may make and Seller may receive prepayments of the principal of Seller Note No. 1, but only if (1) no Default or Event of Default has occurred and is continuing under the Senior Debt Documents; (2) the Obligors’ prepayments of the principal of Seller Note No. 1 will not result after giving effect in, cause, or create a Default or Event of Default under the Senior Debt Documents; (3) the source of the prepayment is entirely from a new capital infusion into the Obligors on terms and conditions satisfactory to the Senior Lender which shall include, without limitation, a provision that the provider of new capital infusion will agree to subordinate its debt to Senior Lender on terms no less favorable than those contained herein; and (4) Obligors have provided 30 calendar days prior written notice to the Senior Lender of all of the foregoing prior to making any such paymentprepayment; and (C) Obligors may make and Seller may receive regularly scheduled current payments of interest on the outstanding principal balance of Seller Note No. 2, but only if (1) no Default or Event of Default has occurred and is continuing under the Senior Debt Documents; and (2) the Obligors’ payment of such interest will not result in, cause, or create a Default or Event of Default under the Senior Debt Documents. Interest on Seller Note No. 2 shall accrue at a rate no higher than the interest rate charged on the Term Loan. (D) at any time, Obligors may make and the Debenture Holder may receive prepayments of the principal of the Convertible Debentures, but only if (1) no Default or Event of Default has occurred and is continuing under the Senior Debt Documents; (2) such payment will not result in, cause, or create a Default or Event of Default under the Senior Debt Documents; (3) the source of such payment is entirely from a new capital infusion into the Obligors on terms and conditions satisfactory to the Senior Lender which shall include, without limitation, a provision that the provider of new capital infusion will agree to subordinate its debt and any Liens in any property of either Obligor to Senior Lender on terms no less favorable than those contained herein, and (4) Obligors have provided 30 calendar days prior written notice to the Senior Lender of all of the foregoing prior to making any such prepayment.

Payment Restrictions. Until Notwithstanding anything to the Discharge contrary set forth in the Subordinated Loan Agreement and the Subordinated Note, the Borrower shall not make and the Subordinator shall not receive any payments of principal (including without limitation proceeds of collateral or any other security) with respect to the Subordinated Debt unless and until Bank has notified Subordinator that the outstanding principal balance of the Senior Indebtedness Obligations and the Discharge Maximum Revolving Loan Commitment (as defined in the Loan Agreement) have been permanently reduced to an amount not in excess of $15,000,000.00 as a result of the Existing Pari Passu Indebtedness Mandatory Permanent Reduction or the Voluntary Permanent Reduction (as defined in the Seventh Amendment) [in either case, the "Permanent Reduction"], and the Subordinator further agrees that, if any such payment is received by the Subordinator prior to the aforestated notice from Bank to the Subordinator, the Subordinator will forthwith pay the same to Bank to be applied to the Senior Obligations in such manner as Bank may elect; provided, however, that Borrower shall have occurrednot make and Subordinator shall not receive any payments of principal or interest with respect to the Subordinated Debt if an Event of Default under the Loan Agreement then exists or if such payment shall cause the occurrence of such Event of Default, all payments or if payment of the Subordinated Debt has been accelerated by the Subordinator. Bank shall promptly notify the Subordinator in writing of the Permanent Reduction, if any, and distributions of any kind or character (whether in cash, securities, assets, Event of Default declared by set-off or otherwise, including any payment that may be payable by reason Bank under the Loan Agreement. With respect to payments of interest on the payment Subordinated Debt prior to the expiration of any other Indebtedness Standstill Period (as defined herein), the Borrower may make and the Subordinator may receive and retain payments of interest on the Obligor being subordinated to the payment of such Indebtedness) or otherwise on account of the Senior Indebtedness or the Existing Pari Passu Indebtedness shall be made on a Pro Rata Pari Passu Basis. Until the Discharge of the Senior Indebtedness shall have occurred, no payment or distribution (other than payments in kind) of any kind or character (whether in cash, securities, assets, by set-off, or otherwise, including any payment that may be payable by reason of the payment of any other Indebtedness of the Obligor being subordinated to the payment of such Indebtedness) or otherwise on account of the Existing Junior Indebtedness shall be made by or on behalf of the Obligor, and no Party or Person to whom the Existing Junior Indebtedness is owed will ask, demand, sxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligor. Notwithstanding anything in this Section 4a to the contrary, Subordinated Debt so long as (i) the Obligor may make, and same are made only on or after the Existing Secured Parties and dates when due under the Senior Secured Parties may receive, upon the scheduled maturity date of any Indebtedness all payments necessary to Discharge such Indebtedness, Subordinated Note and (ii) at the Obligor may maketime of such payment, and the Existing Secured Parties and the Senior Secured Parties may receive, regularly scheduled payments of amortized principal and interest in respect of Existing Indebtedness and Senior Indebtedness pursuant to the terms of the documentation regarding such Indebtedness (as in effect on the date hereof), provided that, no payments may be made to any Existing Secured Party under this Section 4a if any default or event of default exists under the Senior Documents or would result after giving effect thereto, Subordinator has not been notified by Bank that an Event of Default has been declared by Bank under the Loan Agreement. Subordinator agrees to such paymentprovide Bank with prompt written notice of all events of default under the Subordinated Loan Agreement and the Subordinated Note.

Payment Restrictions. Until (a) Notwithstanding any provision of the Discharge Subordinated Debt Documents to the contrary, except as expressly set forth in this Agreement, no payment of any principal, interest, fees, costs, expenses or any other amount due with respect to the Subordinated Indebtedness shall be made, and Subordinated Creditor shall not exercise any right of set-off or recoupment with respect to any Subordinated Indebtedness, until all of the Senior Indebtedness is Paid in Full. (b) The Credit Parties may make payments of accrued and unpaid interest due or past due upon the Subordinated Note and the Discharge of Subordinated Guaranty as and when such payments become due in accordance with the Existing Pari Passu Indebtedness shall have occurredterms thereof, all payments and distributions Subordinated Creditor may receive and retain such payments, unless at the time of, or as the result of any kind or character such payment: (whether i) either: (A) a Credit Party is then in cash, securities, assets, by set-off or otherwise, default in (x) the payment when due of any Senior Indebtedness (including any payment that may be payable has become due by reason of acceleration or in the payment event of a Proceeding) or (y) any financial covenant set forth in the Senior Debt Documents; or (B) (x) a Credit Party is then otherwise in default with respect to any Senior Indebtedness (other than as described in clause (A) above), (y) by reason of such default Lender or the holder or holders of such Senior Indebtedness of the Obligor being subordinated (or a trustee on their behalf) are by its terms entitled to accelerate the payment of such Indebtedness) or otherwise on account of the Senior Indebtedness with notice or the Existing Pari Passu Indebtedness shall be made on passage of time and (z) written notice of such default, specifying that it is a Pro Rata Pari Passu Basis“Payment Blockage Notice,” has been given to a Credit Party, as the case may be, by Lender; and (ii) the default or defaults referred to in the foregoing clause (i), and the consequences thereof, have not been effectively waived or cured and continue to exist. Until Any period during which the Discharge of conditions described in the Senior Indebtedness shall have occurredforegoing clauses (i) and (ii) exist is referred to herein as a “Payment Blockage Period.” During any Payment Blockage Period, no payment or distribution (other than payments in kind) of any kind or character (whether in cash, securities, assets, by set-off, or otherwise, including any payment that may be payable by reason of the payment of any other Indebtedness of the Obligor being subordinated to the payment of such Indebtedness) or otherwise on account of the Existing Junior Indebtedness shall be made by Borrower upon the Subordinated Note or by Parent upon the Subordinated Guaranty to Subordinated Creditor (except as provided in Section 2.3). (c) If all Senior Defaults have been cured or waived, any payment of interest on behalf the Subordinated Note which is not made as a result of the Obligor, and no Party or Person to whom the Existing Junior Indebtedness is owed will ask, demand, sxx for, take, or receive any such payment, directly or indirectly, from or on behalf of the Obligor. Notwithstanding anything restrictions contained in this Section 4a to the contrary, (i) the Obligor may make, and the Existing Secured Parties and the Senior Secured Parties may receive, upon the scheduled maturity date of any Indebtedness all payments necessary to Discharge such Indebtedness, and (ii) the Obligor may make, and the Existing Secured Parties and the Senior Secured Parties may receive, regularly scheduled payments of amortized principal and interest in respect of Existing Indebtedness and Senior Indebtedness pursuant to the terms of the documentation regarding such Indebtedness (as in effect on the date hereof), provided that, no payments 2.2 may be made subject to any Existing Secured Party under continued compliance with the restrictions contained in this Section 4a if any default or event of default exists under the Senior Documents or would result after giving effect to such payment2.2.