Common use of Payments of Borrower Obligations Clause in Contracts

Payments of Borrower Obligations. (a) The following provisions shall govern Subordinate Lenders' right to receive and Borrower's right and obligation to pay any amount due and owing under the Subordinate Loan Documents: (i) Provided that the Subordinate Lenders' Representatives shall not have been notified that an Acceleration shall have occurred and be continuing or would be created thereby under the terms of any of the Senior Loan Documents, Subordinate Lenders may receive and Borrower may pay interest only at the interest rate set forth in the Subordinate Loan Documents as of the Effective Date, when due and owing on an unaccelerated basis and not at a rate applicable upon default. (ii) Except as expressly permitted pursuant to Section 2.3(a)(i), Subordinate Lenders shall not be entitled to receive or retain any direct or indirect payment (in cash, cash-equivalents, property, by set-off or otherwise) of or on account of any Subordinate Obligation at any time prior to Payment in Full of the Senior Obligations; provided, however, Borrower may deliver to Subordinate Lenders' Representatives, at any time (including during the occurrence of an Event of Default under any of the Senior Loan Documents and/or the Subordinate Loan Documents), the proceeds from the sale of Subordinate Lender's Collateral, which sale shall be made in a manner directed or approved by the Lenders Committee. Except as expressly permitted pursuant to Section 2.3(a)(i) and (ii), at any time that any of the Senior Obligations is outstanding, Borrower shall not make and Subordinate Lenders shall not receive or accept any payment (in cash, cash-equivalents, property, by set-off, "bid in" of debt in a disposition of collateral or otherwise) of any kind or nature with respect to the Subordinate Obligations.

Payments of Borrower Obligations. (a) The following provisions shall govern Subordinate Lenders' Lender's right to receive and Borrower's right and obligation to pay any amount due and owing under the Subordinate Loan Documents: (i) Provided that the Subordinate Lenders' Representatives shall not have been notified that an Acceleration no Default or Unmatured Default shall have occurred and be continuing or would be created thereby under the terms of any of the Senior Loan Documents, Subordinate Lenders Lender may receive and Borrower may pay monthly installments of interest only at the interest rate set forth in the Subordinate Loan Documents as of the Effective DateDocuments, when due and owing on an unaccelerated basis and not at a rate applicable upon default. (ii) Except as expressly permitted pursuant to Section 2.3(a)(i2.4(a)(i), Subordinate Lenders Lender shall not be entitled to receive or retain any direct or indirect payment (in cash, cash-cash- equivalents, property, by set-off or otherwise) of or on account of any Subordinate Obligation at any time prior to Payment in Full of the Senior Secured Obligations; provided, however, Borrower may deliver to Subordinate Lenders' Representatives, at any time (including during the occurrence of an Event of Default under any of the Senior Loan Documents and/or the Subordinate Loan Documents), the proceeds from the sale of Subordinate Lender's Collateral, which sale shall be made in a manner directed or approved by the Lenders Committee. Except as expressly permitted pursuant to Section 2.3(a)(i) and (ii), at At any time that any of the Senior Obligations Secured Obligation is outstanding, Borrower shall not make and Subordinate Lenders Lender shall not receive or accept any payment (in cash, cash-equivalents, property, by set-off, "bid in" of debt in a disposition of collateral off or otherwise) of any kind or nature with respect to the Subordinate Obligations. (b) If Subordinate Lender receives any payment with respect to the Subordinate Obligations which Subordinate Lender is not permitted to receive and retain pursuant to this Agreement, then such payment shall be held in trust for the benefit of, and shall be paid over promptly to Senior Lender, for application to the payment of the Senior Secured Obligations, in such order of priority as Senior Lender shall determine, in its sole and exclusive discretion. If Subordinate Lender pays over any payment or distribution as provided above, then such payment or distribution shall be deemed to have been made by Borrower directly to Senior Lender and not to Subordinate Lender and no Subordinate Obligation shall be discharged by reason of its receipt of any payment or distribution which is so paid over to Senior Lender. (c) In the event of any distribution, division, or application (partial or complete, voluntary or involuntary, by operation of law or otherwise) of all or any part of the assets of Borrower or the proceeds thereof to the creditors of Borrower or readjustment of the obligations and indebtedness of Borrower, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors, marshaling of assets of Borrower or any other action or proceeding involving the readjustment of all or any part of the indebtedness or other obligations of Borrower or the application of the assets of Borrower to the payment or liquidation thereof, or upon the dissolution or other winding up of Borrower's business, or upon the sale of all or substantially all of Borrower's assets, then, and in any such event, (i) Senior Lender shall first receive Payment in Full in cash of all of the Senior Secured Obligations prior

Payments of Borrower Obligations. (a) The following provisions shall govern Subordinate Lenders' right to receive and Borrower's right and obligation to pay any amount due and owing under the Subordinate Loan Documents: (i) Provided that the Subordinate Lenders' Representatives shall not have been notified that an Acceleration shall have occurred and be continuing or would be created thereby under the terms of any of the Senior Loan Documents, Subordinate Lenders may receive and Borrower may pay interest only at the interest rate set forth in the Subordinate Loan Documents as of the Effective Date, when due and owing on an unaccelerated basis and not at a rate applicable upon default. (ii) Except as expressly permitted pursuant to Section 2.3(a)(i), Subordinate Lenders shall not be entitled to receive or retain any direct or indirect payment (in cash, cash-equivalents, property, by set-off or otherwise) of or on account of any Subordinate Obligation at any time prior to Payment in Full of the Senior Obligations; provided, however, Borrower may deliver to Subordinate Lenders' Representatives, at any time (including during the occurrence of an Event of Default under any of the Senior Loan Documents and/or the Subordinate Loan Documents), the proceeds from the sale of Subordinate Lender's Collateral, which sale shall be made in a manner directed or approved by the Lenders Committee. Except as expressly permitted pursuant to Section 2.3(a)(i) and (ii), at any time that any of the Senior Obligations is outstanding, Borrower shall not make and Subordinate Lenders shall not receive or accept any payment (in cash, cash-cash equivalents, property, by set-off, "bid in" of debt in a disposition of collateral or otherwise) of any kind or nature with respect to the Subordinate Obligations. (b) If Subordinate Lenders receive any payment with respect to the Subordinate Obligations which Subordinate Lenders are not permitted to receive and retain pursuant to this Agreement, then such payment shall be held in trust for the benefit of, and shall be paid over promptly to Senior Lenders, for application to the payment of the Senior Obligations, in such order of priority as Senior Lenders' Representative shall determine. If Subordinate Lenders pay over any payment or distribution as provided above, then such payment or distribution shall be deemed to have been made by Borrower directly to Senior Lenders and not to Subordinate Lenders and no Subordinate Obligation shall be discharged by reason of its receipt of any payment or distribution which is so paid over to Senior Lenders. (c) To the extent necessary for Senior Lenders to realize the benefits of the subordination of the Subordinate Obligations provided for herein, Subordinate Lenders shall execute and deliver to Senior Lenders' Representative such instruments or documents (together with such assignments or endorsements as Senior Lender shall deem necessary), as are consistent with the terms of this Agreement and are reasonably requested by Senior Lenders' Representative. (d) In the event Subordinate Lenders at any time incur any obligation to pay money to Borrower, Subordinate Lenders hereby irrevocably agree that they shall pay such obligation in cash or cash equivalents in accordance with the terms of the document or instrument governing such obligation without deduction or set-off against the Subordinate Obligations.

Payments of Borrower Obligations. (a) The following provisions shall govern Subordinate Lenders' Lender's right to receive and Borrower's right and obligation to pay any amount due and owing under the Subordinate Loan Documents: (i) Provided that the Subordinate Lenders' Representatives shall not have been notified that an Acceleration no Default or Unmatured Default shall have occurred and be continuing or would be created thereby under the terms of any of the Senior Loan Documents, Subordinate Lenders Lender may receive and Borrower may pay interest only at the interest rate set forth in the Subordinate Loan Documents as amounts due and owing pursuant to Sections 3(a) and (b) of the Effective DateLetter of Credit Agreement, when due and owing on an unaccelerated basis and not at a without reference to the rate of interest applicable upon on default. (ii) Except as expressly permitted pursuant to Section 2.3(a)(i2.4(a)(i), Subordinate Lenders Lender shall not be entitled to receive or retain any direct or indirect payment (in cash, cash-cash- equivalents, property, by set-off or otherwise) of or on account of any Subordinate Obligation at any time prior to Payment in Full of the Senior Secured Obligations; provided, however, Borrower may deliver to Subordinate Lenders' Representatives, at any time (including during the occurrence of an Event of Default under any of the Senior Loan Documents and/or the Subordinate Loan Documents), the proceeds from the sale of Subordinate Lender's Collateral, which sale shall be made in a manner directed or approved by the Lenders Committee. Except as expressly permitted pursuant to Section 2.3(a)(i) and (ii), at At any time that any of the Senior Obligations Secured Obligation is outstanding, Borrower shall not make and Subordinate Lenders Lender shall not receive or accept any payment (in cash, cash-equivalents, property, by set-off, "bid in" of debt in a disposition of collateral off or otherwise) of any kind or nature with respect to the Subordinate Obligations, including but not limited to any reimbursement of principal or payment of interest provided for in Sections 3(c) or (d) of the Letter of Credit Agreement. (b) If Subordinate Lender receives any payment with respect to the Subordinate Obligations which Subordinate Lender is not permitted to receive and retain pursuant to this Agreement, then such payment shall be held in trust for the benefit of, and shall be paid over promptly to Senior Lender, for application to the payment of the Senior Secured Obligations, in such order of priority as Senior Lender shall determine, in its sole and exclusive discretion. If Subordinate Lender pays over any payment or distribution as provided above, then such payment or distribution shall be deemed to have been made by Borrower directly to Senior Lender and not to Subordinate Lender and no Subordinate Obligation shall be discharged by reason of its receipt of any payment or distribution which is so paid over to Senior Lender. (c) In the event of any distribution, division, or application (partial or complete, voluntary or involuntary, by operation of law or otherwise) of all or any part of the assets of Borrower or the proceeds thereof to the creditors of Borrower or readjustment of the obligations and indebtedness of Borrower, whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors, marshaling of assets of Borrower or any other action or proceeding involving the readjustment of all or any part of the indebtedness or other obligations of Borrower or the application of the assets of Borrower to the payment or liquidation thereof, or upon the dissolution or other winding up of Borrower's business, or upon the sale of all or substantially all of Borrower's assets, then, and in any such event; ( i) Senior Lender shall first receive Payment in Full in cash of all of the Senior Secured Obligations prior to the payment of all or any part of the Subordinated Obligations, and (ii) until Payment in Full of the Subordinate Obligations, Senior Lender shall be entitled to receive any payment or distribution of any kind or character, whether in cash,

Payments of Borrower Obligations. (a) The following provisions shall govern Subordinate Lenders' right to receive and Borrower's right and obligation to pay any amount due and owing under the Subordinate Loan Documents: (i) Provided that the Subordinate Lenders' Representatives shall not have been notified that an Acceleration shall have occurred and be continuing or would be created thereby under the terms of any of the Senior Loan Documents, Subordinate Lenders may receive and Borrower may pay interest only at the interest rate set forth in the Subordinate Loan Documents as of the Effective Date, when due and owing on an unaccelerated basis and not at a rate applicable upon default. (ii) Except as expressly permitted pursuant to Section 2.3(a)(i), Subordinate Lenders shall not be entitled to receive or retain any direct or indirect payment (in cash, cash-equivalents, property, by set-off or otherwise) of or on account of any Subordinate Obligation at any time prior to Payment in Full of the Senior Obligations; provided, however, Borrower may deliver to Subordinate Lenders' Representatives, at any time (including during the occurrence of an Event of Default under any of the Senior Loan Documents and/or the Subordinate Loan Documents), the proceeds from the sale of Subordinate Lender's Collateral, which sale shall be made in a manner directed or approved by the Lenders Committee. Except as expressly permitted pursuant to Section 2.3(a)(i) and (ii), at any time that any of the Senior Obligations is outstanding, Borrower shall not make and Subordinate Lenders shall not receive or accept any payment (in cash, cash-equivalents, property, by set-off, "bid in" of debt in a disposition of collateral or otherwise) of any kind or nature with respect to the Subordinate Obligations. (b) If Subordinate Lenders receive any payment with respect to the Subordinate Obligations which Subordinate Lenders are not permitted to receive and retain pursuant to this Agreement, then such payment shall be held in trust for the benefit of, and shall be paid over promptly to Senior Security Holders, for application to the payment of the Senior Obligations, in such order of priority as Senior Security Holders' Representative shall determine. If Subordinate Lenders pay over any payment or distribution as provided above, then such payment or distribution shall be deemed to have been made by Borrower directly to Senior Security Holders and not to Subordinate Lenders and no Subordinate Obligation shall be discharged by reason of its receipt of any payment or distribution which is so paid over to Senior Security Holders. (c) To the extent necessary for Senior Security Holders to realize the benefits of the subordination of the Subordinate Obligations provided for herein, Subordinate Lenders shall execute and deliver to Senior Security Holders' Representative such instruments or documents (together with such assignments or endorsements as Senior Security Holders shall deem necessary), as are consistent with the terms of this Agreement and are reasonably requested by Senior Security Holders' Representative. (d) In the event Subordinate Lenders at any time incur any obligation to pay money to Borrower, Subordinate Lenders hereby irrevocably agree that they shall pay such obligation in cash or cash equivalents in accordance with the terms of the document or instrument governing such obligation without deduction or set-off against the Subordinate Obligations.