Common use of Payment Subordination upon Default Clause in Contracts

Payment Subordination upon Default. (a) The Subordinated Agent and the Subordinated Lender agree, that: (i) the Subordinated Indebtedness is subordinate in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full of all Senior Indebtedness (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed); (ii) the Parent, BOG and the Obligors may not make any payment (whether by redemption, purchase, retirement, defeasance, set-off or otherwise) upon or in respect of the Subordinated Indebtedness, until all principal and other obligations with respect to the Senior Indebtedness have been paid in full if: (A) a default in the payment of any principal of or interest on the Senior Indebtedness occurs; or (B) the payment of the Subordinated Indebtedness would result in a default or event of default under the Senior Loan Documents or any other default has occurred and is continuing with respect to the Senior Indebtedness that permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, the Senior Agent or the Senior Lender to accelerate its maturity and the Subordinated Agent receives a notice of the default (a "Payment Blockage Notice") from the Parent, BOG, any Obligor, the Senior Agent or any Senior Lender with regard to the foregoing. (iii) the Parent, BOG and each Obligor may resume payments on and distributions in respect of the Subordinated Indebtedness upon: (A) in the case of a default referred to in Section 2.2(a)(ii)(A), the date upon which the default is cured or waived, or (B) in the case of a default referred to in Section 2.2(a)(ii)(B), the earliest of (1) the date on which such nonpayment default is cured or waived or (2) the expiration of the applicable Payment Blockage Period unless the maturity of the Senior Indebtedness has been accelerated. (iv) Upon any payment or distribution of property or securities to creditors of the Parent, BOG or any Obligor in a liquidation or dissolution of such person or its property, or in an assignment for the benefit of creditors or any marshaling of its assets and liabilities: (A) the Senior Lender shall be entitled to receive payment in full of all Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the Senior Loan Documents, whether or not a claim for such interest would be allowed in such proceeding) before the Subordinated Agent and/or Subordinated Lender shall be entitled to receive any payment with respect to the Subordinated Indebtedness; and (B) until the Senior Indebtedness is paid in full, any payment or distribution to which the Subordinated Agent and/or the Subordinated Lender would be entitled shall be made to the Senior Agent for its benefit and the benefit of the Senior Lender. (C) Under the circumstances described in this clause (iv), the Parent, BOG, any Obligor, or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Subordinated Agent and/or the Subordinated Lender would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Subordinated Indebtedness) directly to the Senior Agent for its benefit and the benefit of the Senior Lender to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment, distribution or provision therefor to or for the Senior Agent and the Senior Lender. (b) The Senior Agent and the Senior Lender shall have the right, in their sole and absolute discretion, to waive the conditions of Section 2.2(a) prohibiting the payment of the Subordinated Indebtedness whether in an enforcement action brought by the Senior Agent or Senior Lender on the Senior Indebtedness or otherwise. (c) The foregoing provisions of Section 2.2 shall not impair or prohibit the rights of the Subordinated Lender to receive payments in the form of equity securities or additional subordinated debt (including the payment of interest in kind as permitted by the Subordinated Loan Documents) that is subordinated to the Senior Indebtedness in accordance with the terms of this Agreement. Nothing in this Agreement shall limit or restrict the accrual or charging of default interest on any of the Subordinated Indebtedness not paid when due. In addition, the foregoing provisions of this Section 2.2 shall not prevent the Subordinated Agent or any Subordinated Lender from exercising its available remedies upon a default or event of default under the Subordinated Loan Documents, subject to (y) the rights of the Senior Agent and the Senior Lender to receive distributions and payments otherwise payable to the Subordinated Lenders, and (z) the expiration of any then applicable Payment Blockage Period. (a) In the event the Subordinated Agent or any Subordinated Lender shall receive any payment or distribution on account of the Subordinated Indebtedness which it is not entitled to receive under the provisions of Section 2.2, the Subordinated Agent or such Subordinated Lender will hold any amount so received in trust for the Senior Lender and will forthwith turn over such payment to the Senior Agent in the form received by it (together with any necessary endorsement) to be applied to the Senior Indebtedness. In the event of any failure by the Subordinated Agent or any Subordinated Lender to make any such endorsement, the Senior Agent is hereby irrevocably authorized and granted a power of attorney (which is irrevocable and coupled with interest) to make the same. (b) If the Parent or any Obligor shall become aware that a "Default" or an "Event of Default" has occurred under Senior Credit Agreement then such Person shall give the Senior Agent, the Senior Lender and the Subordinated Agent prompt written notice thereof. (c) This Agreement defines the relative rights of the Senior Agent and the Senior Lender and the Subordinated Agent and Subordinated Lender. Nothing in this Agreement shall: (i) impair, as between the Parent, BOG or any Obligor, the Subordinated Agent and the Subordinated Lender, the obligations of the Parent, BOG and each Obligor, which are absolute and unconditional, to pay the Subordinated Indebtedness in accordance with the terms of the Subordinated Loan Documents, or (ii) prevent the Subordinated Agent or any Subordinated Lender from exercising its available remedies subject to any applicable Payment Blockage Period.

Payment Subordination upon Default. (a) The If any principal, interest or other amounts due in respect of the Superior Indebtedness is not paid when due (including at maturity) or a borrowing base deficiency under Section 2.07(c) of the Senior Credit Agreement and as a result thereof, either the Agent or any Senior Lender shall give the Subordinated Agent notice (which may be oral, provided that it is promptly confirmed in writing or by facsimile transmission) that an "Event of Default" has occurred under any Senior Loan Document, then, unless and until such Event of Default shall have been cured or the Superior Indebtedness shall have been paid in full, the Subordinated Agent and the Subordinated Lender agreeLenders will not take, that: (i) receive or accept from the Subordinated Indebtedness is subordinate in right of paymentBorrower, to the extent and in the manner provided in this AgreementParent Company or any other Obligor, to the prior payment in full of all Senior Indebtedness (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed); (ii) the Parent, BOG and the Obligors may not make any payment (whether by redemption, purchase, retirement, defeasance, set-off or otherwise) upon or in respect of the Subordinated Indebtedness, until all principal and other obligations with respect to the Senior Indebtedness have been paid in full if: (A) a default in the payment of any principal of or interest on the Senior Indebtedness occurs; or (B) the payment of the Subordinated Indebtedness would result in a default or event of default under the Senior Loan Documents or any other default has occurred and is continuing with respect to the Senior Indebtedness that permitsmanner, or with the giving of notice or passage of time or both (unless cured or waived) would permit, the Senior Agent or the Senior Lender to accelerate its maturity and the Subordinated Agent receives a notice of the default (a "Payment Blockage Notice") from the Parent, BOG, any Obligor, the Senior Agent or any Senior Lender with regard to the foregoing. (iii) the Parent, BOG and each Obligor may resume payments on and distributions in respect of the Subordinated Indebtedness upon: (A) in the case of a default referred to in Section 2.2(a)(ii)(A), the date upon which the default is cured or waived, or (B) in the case of a default referred to in Section 2.2(a)(ii)(B), the earliest of (1) the date on which such nonpayment default is cured or waived or (2) the expiration of the applicable Payment Blockage Period unless the maturity of the Senior Indebtedness has been accelerated. (iv) Upon any payment or distribution of property or securities to creditors of the Parent, BOG or any Obligor in a liquidation or dissolution of such person or its property, or in an assignment for the benefit of creditors or any marshaling of its assets and liabilities: (A) the Senior Lender shall be entitled to receive payment in full of all Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the Senior Loan Documents, whether or not a claim for such interest would be allowed in such proceeding) before the Subordinated Agent and/or Subordinated Lender shall be entitled to receive any payment with respect to the Subordinated Indebtedness; and (B) until the Senior Indebtedness is paid in full, any payment or distribution to which the Subordinated Agent and/or the Subordinated Lender would be entitled shall be made to the Senior Agent for its benefit and the benefit of the Senior Lender. (C) Under the circumstances described in this clause (iv), the Parent, BOG, any Obligor, or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Subordinated Agent and/or the Subordinated Lender would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Subordinated Indebtedness) directly to the Senior Agent for its benefit and the benefit of the Senior Lender to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment, distribution or provision therefor to or for the Senior Agent and the Senior Lender. (b) The Senior Agent and the Senior Lender shall have the right, in their sole and absolute discretion, to waive the conditions of Section 2.2(a) prohibiting the payment of the Subordinated Indebtedness whether in an enforcement action brought by the Senior Agent or Senior Lender on the Senior Indebtedness or otherwise. (c) The foregoing provisions of Section 2.2 shall not impair or prohibit the rights of the Subordinated Lender to receive payments in the form of equity securities or additional subordinated debt (including the payment of interest in kind as permitted by the Subordinated Loan Documents) that is subordinated to the Senior Indebtedness in accordance with the terms of this Agreement. Nothing in this Agreement shall limit or restrict the accrual or charging of default interest on any of the Subordinated Indebtedness not paid when due. In addition, the foregoing provisions of this Section 2.2 shall not prevent the Subordinated Agent or any Subordinated Lender from exercising its available remedies upon a default or event of default under the Subordinated Loan Documents, subject to (y) the rights of the Senior Agent and the Senior Lender to receive distributions and payments otherwise payable to the Subordinated Lenders, and (z) the expiration of any then applicable Payment Blockage Period. (a) In the event the Subordinated Agent or any Subordinated Lender shall receive any payment or distribution on account of the Subordinated Indebtedness which it is not entitled to receive under the provisions of Section 2.2, Debt nor present any instrument evidencing the Subordinated Agent or Debt for payment (other than such Subordinated Lender will hold any amount so received in trust for the Senior Lender and will forthwith turn over presentment as may be necessary to prevent discharge of other liable parties on such payment to the Senior Agent in the form received by it (together with any necessary endorsement) to be applied to the Senior Indebtedness. In the event of any failure by the Subordinated Agent or any Subordinated Lender to make any such endorsement, the Senior Agent is hereby irrevocably authorized and granted a power of attorney (which is irrevocable and coupled with interest) to make the sameinstrument). (b) If any Event of Default on the Parent Senior Indebtedness occurs other than one described under Section 2.02(a), and as a result thereof, either the Agent or any Obligor Senior Lender shall become aware give the Subordinated Agent notice (which may be oral, provided that a "Default" it is promptly confirmed in writing or by facsimile transmission) that an "Event of Default" has occurred under any Senior Credit Agreement then Loan Document, then, unless and until such Person Event of Default shall give have been cured or the Senior Agent, the Senior Lender and the Subordinated Agent prompt written notice thereof. (c) This Agreement defines the relative rights of the Senior Agent and the Senior Lender and the Subordinated Agent and Subordinated Lender. Nothing Superior Indebtedness shall have been paid in this Agreement shall: (i) impair, as between the Parent, BOG or any Obligorfull, the Subordinated Agent and the Subordinated LenderLenders will not, for a period of 135 days following its receipt of such notice, take, receive or accept from the Borrower, the obligations of the Parent, BOG and each Parent Company or any other Obligor, which are absolute and unconditionalby set-off or in any other manner, to pay the Subordinated Indebtedness in accordance with the terms any payment or distribution on account of the Subordinated Loan Documents, or (ii) prevent Debt nor present any instrument evidencing the Subordinated Agent or any Subordinated Lender from exercising its available remedies subject Debt for payment (other than such presentment as may be necessary to any applicable Payment Blockage Periodprevent discharge of other liable parties on such instrument).

Payment Subordination upon Default. (a) The Subordinated Agent (for itself and on behalf of the Subordinated Lender agreeLenders) agrees, that: (i) the Subordinated Indebtedness is subordinate in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full of all Senior Indebtedness (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed); (ii) the Parent, BOG and the Obligors no Credit Party or any of its Subsidiaries may not make any payment (whether by redemption, purchase, retirement, defeasance, set-off or otherwise) upon or in respect of the Subordinated Indebtedness, until all principal and other obligations with respect to the Senior Indebtedness have been paid in full full, if: (A) a default in the payment of any principal of or interest on the Senior Indebtedness occurs; or (B) the payment of the Subordinated Indebtedness would result in a default or event of default under the Senior Loan Documents or any other default has occurred and is continuing with respect to the Senior Indebtedness that permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, the any Senior Agent or the Senior Lender Creditor to accelerate its maturity and the Subordinated Agent receives a notice of the default (a "Payment Blockage Notice") from the Parent, BOG, any Obligor, the Senior Agent Credit Party or any Senior Lender Creditor with regard to the foregoing.; (iii) the Parent, BOG and each Obligor Credit Parties may resume payments on and distributions in respect of the Subordinated Indebtedness upon: (A) in the case of a default referred to in Section 2.2(a)(ii)(A), the date upon which the default is cured or waived, ; or (B) in the case of a default referred to in Section 2.2(a)(ii)(B), the earliest of (1) the date on which such nonpayment default or event of default is cured or waived or (2) the expiration of the applicable Payment Blockage Period unless the maturity of the Senior Indebtedness has been accelerated.; and (iv) Upon upon any payment or distribution of property or securities to creditors of the Parent, BOG or any Obligor Credit Party in a liquidation or dissolution of such person or its property, or in an assignment for the benefit of creditors or any marshaling of its assets and liabilities: (A) the Senior Lender Creditors shall be entitled to receive payment in full of all Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the Senior Loan Documents, whether or not a claim for such interest would be allowed in such proceeding) before the Subordinated Agent and/or or any Subordinated Lender shall be entitled to receive any payment with respect to the Subordinated Indebtedness; and; (B) until the Senior Indebtedness is paid in full, any payment or distribution to which the Subordinated Agent and/or the or any Subordinated Lender would be entitled shall be made to the Senior Agent for its benefit and the benefit of the Senior Lender.Creditors; and (C) Under under the circumstances described in this clause (iv), the Parent, BOG, any ObligorCredit Party, or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Subordinated Agent and/or the or any Subordinated Lender would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Subordinated Indebtedness) directly to the Senior Agent for its benefit and the benefit of the Senior Lender Creditors to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment, distribution or provision therefor thereof to or for the any Senior Agent and the Senior LenderCreditor. (b) The Senior Agent and the Senior Lender Lenders shall have the right, in their sole and absolute discretion, to waive the conditions of Section 2.2(a) prohibiting the payment of the Subordinated Indebtedness whether in an enforcement action brought by the Senior Agent or any Senior Lender on the Senior Indebtedness or otherwise. (c) The foregoing provisions of Section 2.2 shall not impair or prohibit the rights of the any Subordinated Lender to receive payments in the form of equity securities or additional subordinated debt (including the payment of interest in kind as permitted by the Subordinated Loan Documents) that is subordinated to the Senior Indebtedness in accordance with the terms of this Agreement. Nothing in this Agreement shall limit Limit or restrict the accrual or charging of default interest on any of the Subordinated Indebtedness not paid when due. In addition, the foregoing provisions of this Section 2.2 shall not prevent the Subordinated Agent or any Subordinated Lender from exercising its available remedies upon a default or event of default under the Subordinated Loan Documents, subject to (y) the rights of the Senior Agent and the Senior Lender Creditors to receive distributions and payments otherwise payable to the Subordinated Lenders, and (z) the expiration of any then applicable Payment Blockage Period. (a) In the event the Subordinated Agent or any Subordinated Lender shall receive any payment or distribution on account of the Subordinated Indebtedness which it is not entitled to receive under the provisions of Section 2.2, the Subordinated Agent or such Subordinated Lender will hold any amount so received in trust for the Senior Lender and will forthwith turn over such payment to the Senior Agent in the form received by it (together with any necessary endorsement) to be applied to the Senior Indebtedness. In the event of any failure by the Subordinated Agent or any Subordinated Lender to make any such endorsement, the Senior Agent is hereby irrevocably authorized and granted a power of attorney (which is irrevocable and coupled with interest) to make the same. (b) If the Parent or any Obligor shall become aware that a "Default" or an "Event of Default" has occurred under Senior Credit Agreement then such Person shall give the Senior Agent, the Senior Lender and the Subordinated Agent prompt written notice thereof. (c) This Agreement defines the relative rights of the Senior Agent and the Senior Lender and the Subordinated Agent and Subordinated Lender. Nothing in this Agreement shall: (i) impair, as between the Parent, BOG or any Obligor, the Subordinated Agent and the Subordinated Lender, the obligations of the Parent, BOG and each Obligor, which are absolute and unconditional, to pay the Subordinated Indebtedness in accordance with the terms of the Subordinated Loan Documents, or (ii) prevent the Subordinated Agent or any Subordinated Lender from exercising its available remedies subject to any applicable Payment Blockage Period.

Payment Subordination upon Default. (a) The Subordinated Agent and the Subordinated Lender agree, that: (i) the Subordinated Indebtedness is subordinate in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full of all Senior Indebtedness (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed); (ii) BOG, the Parent, BOG Parent and the Obligors may not make any payment (whether by redemption, purchase, retirement, defeasance, set-off or otherwise) upon or in respect of the Subordinated Indebtedness, until all principal and other obligations with respect to the Senior Indebtedness have been paid in full if: (A) a default in the payment of any principal of or interest on the Senior Indebtedness occurs; or (B) the payment of the Subordinated Indebtedness would result in a default or event of default under the Senior Loan Documents or any other default has occurred and is continuing with respect to the Senior Indebtedness that permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, the Senior Agent or the Senior Lender to accelerate its maturity and the Subordinated Agent receives a notice of the default (a "Payment Blockage NoticePAYMENT BLOCKAGE NOTICE") from the Parent, BOG, any and Obligor, the Senior Agent or any Senior Lender with regard to the foregoing. (iii) BOG, the Parent, BOG Parent and each Obligor may resume payments on and distributions in respect of the Subordinated Indebtedness upon: (A) in the case of a default referred to in Section 2.2(a)(ii)(A), the date upon which the default is cured or waived, or (B) in the case of a default referred to in Section 2.2(a)(ii)(B), the earliest of (1) the date on which such nonpayment default is cured or waived or (2) the expiration of the applicable Payment Blockage Period unless the maturity of the Senior Indebtedness has been accelerated. (iv) Upon any payment or distribution of property or securities to creditors of the Parent, BOG or any Obligor in a liquidation or dissolution of such person or its property, or in an assignment for the benefit of creditors or any marshaling of its assets and liabilities: (A) the Senior Lender shall be entitled to receive payment in full of all Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the Senior Loan Documents, whether or not a claim for such interest would be allowed in such proceeding) before the Subordinated Agent and/or Subordinated Lender shall be entitled to receive any payment with respect to the Subordinated Indebtedness; and (B) until the Senior Indebtedness is paid in full, any payment or distribution to which the Subordinated Agent and/or the Subordinated Lender would be entitled shall be made to the Senior Agent for its benefit and the benefit of the Senior Lender. (C) Under the circumstances described in this clause (iv), the Parent, BOG, any and Obligor, or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which the Subordinated Agent and/or the Subordinated Lender would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Subordinated Indebtedness) directly to the Senior Agent for its benefit and the benefit of the Senior Lender to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment, distribution or provision therefor thereof to or for the Senior Agent and the Senior Lender. (b) The Senior Agent and the Senior Lender shall have the right, in their sole and absolute discretion, to waive the conditions of Section 2.2(a) prohibiting the payment of the Subordinated Indebtedness whether in an enforcement action brought by the Senior Agent or Senior Lender on the Senior Indebtedness or otherwise. (c) The foregoing provisions of Section 2.2 shall not impair or prohibit the rights of the Subordinated Lender to receive payments in the form of equity securities or additional subordinated debt (including the payment of interest in kind as permitted by the Subordinated Loan Documents) that is subordinated to the Senior Indebtedness in accordance with the terms of this Agreement. Nothing in this Agreement shall limit or restrict the accrual or charging of default interest on any of the Subordinated Indebtedness not paid when due. In addition, the foregoing provisions of this Section 2.2 shall not prevent the Subordinated Agent or any Subordinated Lender from exercising its available remedies upon a default or event of default under the Subordinated Loan Documents, subject to (y) the rights of the Senior Agent and the Senior Lender to receive distributions and payments otherwise payable to the Subordinated Lenders, and (z) the expiration of any then applicable Payment Blockage Period. (a) In the event the Subordinated Agent or any Subordinated Lender shall receive any payment or distribution on account of the Subordinated Indebtedness which it is not entitled to receive under the provisions of Section 2.2, the Subordinated Agent or such Subordinated Lender will hold any amount so received in trust for the Senior Lender and will forthwith turn over such payment to the Senior Agent in the form received by it (together with any necessary endorsement) to be applied to the Senior Indebtedness. In the event of any failure by the Subordinated Agent or any Subordinated Lender to make any such endorsement, the Senior Agent is hereby irrevocably authorized and granted a power of attorney (which is irrevocable and coupled with interest) to make the same. (b) If the Parent or any Obligor shall become aware that a "Default" or an "Event of Default" has occurred under Senior Credit Agreement then such Person shall give the Senior Agent, the Senior Lender and the Subordinated Agent prompt written notice thereof. (c) This Agreement defines the relative rights of the Senior Agent and the Senior Lender and the Subordinated Agent and Subordinated Lender. Nothing in this Agreement shall: (i) impair, as between the Parent, BOG or any Obligor, the Subordinated Agent and the Subordinated Lender, the obligations of the Parent, BOG and each Obligor, which are absolute and unconditional, to pay the Subordinated Indebtedness in accordance with the terms of the Subordinated Loan Documents, or (ii) prevent the Subordinated Agent or any Subordinated Lender from exercising its available remedies subject to any applicable Payment Blockage Period.