Common use of Payment Upon Senior Default Clause in Contracts

Payment Upon Senior Default. No Obligor may make and no Junior Creditor may receive any payment of principal, interest or any other amount due or owing with respect to the Junior Obligations if, at the time of such payment: (a) Subject to clauses (D)-(E) of this subsection 2.3, (i) the Obligors and the Junior Creditors or any Junior Trustee shall have received a Senior Default Notice from the Trustee or any Holder stating that a Senior Payment Default exists, and (ii) such Senior Payment Default shall not have been cured or waived in accordance with the terms of the Senior Debt Documents; or (b) Subject to clauses (A)-(E) of this subsection 2.3, (i) the Obligors and the Junior Creditors or any Junior Trustee shall have received a Senior Default Notice from the Trustee stating that a Senior Non-Payment Default exists or would be created by the making of such payment, (ii) such Senior Non-Payment Default shall not have been cured or waived in accordance with the terms of the Senior Debt Documents and (iii) 90 days shall not have elapsed since the date such notice was received; or (c) Notwithstanding clauses (a) and (b) above, subject to clauses (D)-(E) of this subsection 2.3, the Trustee shall have accelerated the Senior Debt or the Trustee or the Holders shall have instituted judicial proceedings seeking to enforce payment of or to collect the whole or any part the Senior Debt against any Obligor and the Trustee shall have notified the Junior Creditors of that fact. So long as such payments are not otherwise prohibited under this subsection 2.3, Obligors may resume payments (including all payments missed due to the application of clause (a), (b) or (c) of this subsection 2.3) in respect of the Junior Obligations or any judgment with respect thereto: (i) in the case of a Senior Payment Default referred to in clause (a) of this subsection 2.3, upon a cure or waiver of such Senior Payment Default in accordance with the terms of the Senior Debt Documents; or (ii) in the case of a Senior Non-Payment Default referred to in clause (b) of this subsection 2.3, upon the earlier to occur of (x) the cure or waiver of such Senior Non-Payment Default in accordance with the terms of the Senior Debt Documents, or (y) the expiration of such period of 90 days; or (iii) if the acceleration of the Senior Debt referred to in clause (c) of this subsection 2.3 is rescinded and if each judicial proceeding referred to in clause (c) of this subsection 2.3 is dismissed; provided that no other or subsequent event of the nature referred to in clause (a), (b) or (c) of this subsection 2.3 shall have occurred which would independently prohibit such payment as contemplated hereinabove Notwithstanding any provision of this subsection 2.3 to the contrary: A. The Trustee shall not issue to the Junior Creditors more than two notices pursuant to clause (b)(i) of this subsection 2.3 in any 365 day period, provided that in any 365 day period, there shall be at least 180 days during which no blockage of payments by reason of the operation of this subsection 2.3, pursuant to a notice under clause (b)(i) of this subsection 2.3, shall be effective and continuing; B. No Senior Non-Payment Default existing on the date any notice is given pursuant to clause (b)(i) of this subsection 2.3 shall, unless the same shall have ceased to exist for a period of at least 30 consecutive days, be used as a basis for any subsequent such notice (it being acknowledged that any breach of a financial covenant giving rise to a Senior Non-Payment Default for a period ending subsequent to the date of delivery of any such notice with respect to a breach of the same covenant for a prior period shall constitute a new Senior Non-Payment Default for this purpose); C. The failure of Obligors to make any payment with respect to the Junior Obligations by reason of the operation of this subsection 2.3 shall not be construed as preventing the occurrence of a Junior Default under the applicable Junior Debt Documents; and D. The Obligors shall not be prohibited from making payments of interest on the Junior Debt by the issuance of additional Junior Debt. The provisions of this subsection 2.3 shall not apply to any payment with respect to which subsection 2.2 would be applicable.

Payment Upon Senior Default. No Obligor (a) Borrower may not make, and Junior Creditor may not receive, any payment with respect to the Junior Debt Documents; provided, (x) that subject to the limitations set forth in this Section 2.3, Borrower may make and no Junior Creditor may retain scheduled payments of interest with respect to the Junior Debt (“Permitted Payments”) and (y) Borrower may make, and Junior Creditor may retain, payments on the Junior Debt permitted by the second sentence of subsection 2.4. Notwithstanding the foregoing, Borrower may not make and Junior Creditor may not receive any payment of principal, interest Permitted Payments or any other amount due or owing with respect to the Junior Obligations Debt if, at the time of such payment: (a) Subject to clauses (D)-(E) of this subsection 2.3, (i) the Obligors and the Junior Creditors or any Junior Trustee shall have received a Senior Default Notice from the Trustee or any Holder stating that a A Senior Payment Default exists, exists and (ii) such Senior Payment Default shall not have been cured or waived in accordance with the terms of the Senior Debt Documents; or (bii) Subject to clauses (A)-(E) the last sentence of this subsection 2.3, (ix) the Obligors Borrower and the Junior Creditors or any Junior Trustee Creditor shall have received a Senior Default Notice from the Trustee Senior Creditor stating that a Senior Non-Payment Covenant Default exists or would be created by the making of such payment, and (iiy) each such Senior Non-Payment Covenant Default shall not have been cured or waived in accordance with the terms of the Senior Debt Documents and (iiithe period during which either of such conditions described in Section 2.3(i) 90 days shall not have elapsed since the date such notice was received; oror (ii) exist being referred to as a “Blockage Period”). (c) Notwithstanding clauses (a) and (b) above, subject Subject to clauses (D)-(E) the last sentence of this subsection 2.3, the Trustee shall have accelerated the Senior Debt or the Trustee or the Holders shall have instituted judicial proceedings seeking to enforce payment of or to collect the whole or any part the Senior Debt against any Obligor and the Trustee shall have notified the Junior Creditors of that fact. So long as such payments are not otherwise prohibited under this subsection 2.3, Obligors Borrower may resume payments of Permitted Payments (including all and may make any payments of Permitted Payments missed due to the application existence of clause (a), (b) or (c) of this subsection 2.3a Blockage Period) in respect of the Junior Obligations Debt or any judgment with respect thereto: (i) in thereto upon the case expiration of a Senior Payment Default referred to in clause (a) of this subsection 2.3the Blockage Period, upon a whether by cure or waiver of such the applicable Senior Payment Default in accordance with the terms of the Senior Debt Documents; oror Covenant Default. (ii) in the case of a Senior Non-Payment Default referred to in clause (b) of this subsection 2.3, upon the earlier to occur of (x) the cure or waiver of such Senior Non-Payment Default in accordance with the terms of the Senior Debt Documents, or (y) the expiration of such period of 90 days; or (iii) if the acceleration of the Senior Debt referred to in clause (c) of this subsection 2.3 is rescinded and if each judicial proceeding referred to in clause (c) of this subsection 2.3 is dismissed; provided that no other or subsequent event of the nature referred to in clause (a), (b) or (c) of this subsection 2.3 shall have occurred which would independently prohibit such payment as contemplated hereinabove Notwithstanding any provision of this subsection 2.3 to the contrary: A. The Trustee shall not issue to the Junior Creditors more than two notices pursuant to clause (b)(ii) of this subsection 2.3 in any 365 day period, provided that in any 365 day period, there shall be at least 180 days during which no blockage of payments by reason of the operation of this subsection 2.3, pursuant to a notice under clause (b)(i) of this subsection 2.3, shall be effective and continuing; B. No Senior Non-Payment Covenant Default existing on the date any notice Senior Default Notice is given pursuant to clause (b)(ia)(ii)(x) of this subsection 2.3 shall, unless the same shall have ceased to exist for a period of at least 30 consecutive days, be used as a basis for any subsequent such notice notice; and (it being acknowledged that any breach of a financial covenant giving rise to a Senior Non-Payment Default for a period ending subsequent to the date of delivery of any such notice with respect to a breach of the same covenant for a prior period shall constitute a new Senior Non-Payment Default for this purpose); C. ii) The failure of Obligors Borrower to make any payment with respect to the Junior Obligations Debt by reason of the operation of this subsection 2.3 shall not be construed as preventing the occurrence of a Junior Default under the applicable Junior Debt Documents; and D. The Obligors shall not be prohibited from making payments of interest on the Junior Debt by the issuance of additional Junior Debt. The provisions of this subsection 2.3 shall not apply to any payment with respect to which subsection 2.2 would be applicable.

Payment Upon Senior Default. No Obligor may make and no Junior Creditor may receive any payment of principal, interest or any other amount due or owing with respect to the Junior Obligations if, at the time of such payment: (a) Subject to clauses (D)-(E) of this subsection 2.3, (i) the Obligors and the Junior Creditors or any Junior Trustee shall have received a Senior Default Notice from the Trustee or any Holder stating that a Senior Payment Default exists, and (ii) such Senior Payment Default shall not have been cured or waived in accordance with the terms of the Senior Debt Documents; or (b) Subject to clauses (A)-(E) of this subsection 2.3, (i) the Obligors and the Junior Creditors or any Junior Trustee shall have received a Senior Default Notice from the Trustee stating that a Senior Non-Payment Default exists or would be created by the making of such payment, (ii) such Senior Non-Payment Default shall not have been cured or waived in accordance with the terms of the Senior Debt Documents and (iii) 90 days shall not have elapsed since the date such notice was received; or (c) Notwithstanding clauses (a) and (b) above, subject to clauses (D)-(E) of this subsection 2.3, the Trustee shall have accelerated the Senior Debt or the Trustee or the Holders shall have instituted judicial proceedings seeking to enforce payment of or to collect the whole or any part the Senior Debt against any Obligor and the Trustee shall have notified the Junior Creditors of that fact. So long as such payments are not otherwise prohibited under this subsection 2.3, Obligors may resume payments (including all payments missed due to the application of clause (a), (b) or (c) of this subsection 2.3) in respect of the Junior Obligations or any judgment with respect thereto: (i) in the case of a Senior Payment Default referred to in clause (a) of this subsection 2.3, upon a cure or waiver of such Senior Payment Default in accordance with the terms of the Senior Debt Documents; or (ii) in the case of a Senior Non-Payment Default referred to in clause (b) of this subsection 2.3, upon the earlier to occur of (x) the cure or waiver of such Senior Non-Payment Default in accordance with the terms of the Senior Debt Documents, or (y) the expiration of such period of 90 days; or (iii) if the acceleration of the Senior Debt referred to in clause (c) of this subsection 2.3 is rescinded and if each judicial proceeding referred to in clause (c) of this subsection 2.3 is dismissed; provided that no other or subsequent event of the nature referred to in clause (a), (b) or (c) of this subsection 2.3 shall have occurred which would independently prohibit such payment as contemplated hereinabove Notwithstanding any provision of this subsection 2.3 to the contrary: A. The Trustee shall not issue to the Junior Creditors more than two notices pursuant to clause (b)(i) of this subsection 2.3 in any 365 day period, provided that in any 365 day period, there shall be at least 180 days during which no blockage of payments by reason of the operation of this subsection 2.3, pursuant to a notice under clause (b)(i) of this subsection 2.3, shall be effective and continuing; B. No Senior Non-Payment Default existing on the date any notice is given pursuant to clause (b)(i) of this subsection 2.3 shall, unless the same shall have ceased to exist for a period of at least 30 consecutive days, be used as a basis for any subsequent such notice (it being acknowledged that any breach of a financial covenant giving rise to a Senior Non-Payment Default for a period ending subsequent to the date of delivery of any such notice with respect to a breach of the same covenant for a prior period shall constitute a new Senior Non-Payment Default for this purpose); C. The failure of Obligors to make any payment with respect to the Junior Obligations by reason of the operation of this subsection 2.3 shall not be construed as preventing the occurrence of a Junior Default under the applicable Junior Debt Documents; and D. The Obligors shall not be prohibited from making payments of interest on the Junior Debt by the issuance of additional Junior Debt. The provisions of this subsection 2.3 shall not apply to any payment with respect to which subsection 2.2 would be applicable.

Payment Upon Senior Default. No Obligor The Company may not make and no Junior Creditor may receive any payment of principal, interest or any other amount due or owing with respect to the Junior Obligations Debt (other than Junior Securities) if, at the time of such payment: (a) Subject to clauses (D)-(E) of this subsection 2.3, (i) the Obligors and the Junior Creditors or any Junior Trustee shall have received a Senior Default Notice from the Trustee or any Holder stating that a A Senior Payment Default exists, exists and (ii) such Senior Payment Default shall not have been cured or waived in accordance with the terms of the Senior Debt Obligations Documents; , or (b) Subject to clauses (A)-(E) of this subsection 2.32.3(d), (i) the Obligors and the Junior Creditors or any Junior Trustee Company shall have received a Senior Default Notice from the Trustee Lessor stating that a Senior Non-Payment Covenant Default exists or would be created by the making of such payment, (ii) each such Senior Non-Payment Covenant Default shall not have been cured or waived in accordance with the terms of the Senior Debt Documents Obligations Documents, and (iii) 90 180 days shall not have elapsed since the date such notice Senior Default Notice was received. Lessor and the Company agree to furnish each Junior Creditor any Senior Default Notice within five business days of the delivery thereof to the Company; orPROVIDED, that the failure to provide such notice shall not affect the validity of the provisions of this subsection 2.3. (c) Notwithstanding clauses (a) and (b) above, subject to clauses (D)-(E) of this subsection 2.3, the Trustee shall have accelerated the Senior Debt or the Trustee or the Holders shall have instituted judicial proceedings seeking to enforce payment of or to collect the whole or any part the Senior Debt against any Obligor and the Trustee shall have notified the Junior Creditors of that fact. So long as such payments are not otherwise prohibited under this subsection 2.3, Obligors The Company may resume payments (including all and may make any payments missed due to the application of clause (a), (b) or (cb) of this subsection 2.3) in respect of the Junior Obligations Debt or any judgment with respect thereto: (i1) in In the case of a Senior Payment Default referred to in clause (a) of this subsection 2.3, upon a cure or waiver of such Senior Payment Default thereof in accordance with the terms of the Senior Debt Obligations Documents; or (ii2) in In the case of a Senior Non-Payment Covenant Default referred to in clause (b) of this subsection 2.3, upon the earlier to occur of (x) the cure or waiver of such Senior Non-Payment Default thereof in accordance with the terms of the Senior Debt Documents, Obligations Documents or (y) the expiration of such 180-day period of 90 days; ordescribed in subsection 2.3(b)(iii). (iiid) if the acceleration of the Senior Debt referred to in clause (c) of this subsection 2.3 is rescinded and if each judicial proceeding referred to in clause (c) of this subsection 2.3 is dismissed; provided that no other or subsequent event of the nature referred to in clause (a), (b) or (c) of this subsection 2.3 shall have occurred which would independently prohibit such payment as contemplated hereinabove Notwithstanding any provision of this subsection 2.3 to the contrary: A. (1) The Trustee Company shall not issue to be prohibited from making, and the Junior Creditors more than two notices pursuant to shall not be prohibited from receiving, payments under clause (b)(ib) of this subsection 2.3 in any 365 day period, provided that in any 365 day period, there shall be at least for more than an aggregate of 180 days during which no blockage within any period of payments by reason of the operation of this subsection 2.3, pursuant to a notice under clause (b)(i) of this subsection 2.3, shall be effective and continuing360 consecutive days; B. (2) No Senior Non-Payment Covenant Default existing on the date any notice is given pursuant to clause (b)(i) of this subsection 2.3 shall, unless the same shall have ceased to exist for a period of at least 30 consecutive days, be used as a basis for any subsequent such notice notice; and (it being acknowledged that any breach of a financial covenant giving rise to a Senior Non-Payment Default for a period ending subsequent to the date of delivery of any such notice with respect to a breach of the same covenant for a prior period shall constitute a new Senior Non-Payment Default for this purpose); C. 3) The failure of Obligors the Company to make any payment with respect to the Junior Obligations Debt by reason of the operation of this subsection 2.3 shall not be construed as preventing the occurrence of a Junior Default under the applicable Junior Debt Documents; and D. The Obligors shall not be prohibited from making payments of interest on the Junior Debt by the issuance of additional Junior Debt. The provisions of this subsection 2.3 shall not apply to any payment with respect to which subsection 2.2 would be applicable.