Common use of Restriction on Action by Junior Creditor Clause in Contracts

Restriction on Action by Junior Creditor. (a) Until the Senior Debt is indefeasibly paid in full in cash, no Junior Creditor or Junior Trustee shall, without the prior written consent of the Required Holders, take any Collection Action with respect to the Junior Obligations, except as permitted below. (b) Upon the earliest to occur of: (i) during the existence of any Senior Default, (A) the sale or other disposition of all or substantially all of the properties and assets of the Company and the Guarantors, taken as a whole; or (B) the sale or other disposition of properties or assets by any Obligor or any Subsidiary for a purchase price which equals or exceeds 50 % of then outstanding principal amount of the Notes; or (ii) commencement of any Senior Collection Action by the Trustee or any Holder; or (iii) the passage of 90 days from the occurrence of any Junior Default (or if later, from the date of the Trustee’s receipt of a Junior Default Notice in respect thereof) if such Junior Default shall not have been cured or waived within such period; the Junior Creditors or any Junior Trustee on their behalf may, upon at least five Business Days’ prior written notice of such intention to the Trustee, accelerate the Junior Obligations or take any other Collection Action; provided, however, that if following the disposition of assets or properties or the commencement of any Senior Collection Action in respect of the Senior Debt as described in clause (i) or (ii) above, such disposition or Senior Collection Action is rescinded or terminated, then all Collection Actions taken by such Junior Creditor shall likewise be rescinded or terminated if such Collection Action is based solely on clause (i) or (ii) above. Such five Business Day notice may be given during the 90-day period described in clause (iii) above. Upon the occurrence of any of the events in clause (i) or (ii) above, the Trustee (in the case of clauses (i) and (ii)) and the Company (in the case of clause (i)), shall immediately give notice thereof to the Junior Creditors and any Junior Trustee. (c) Notwithstanding the foregoing, (i) the restriction on the Junior Creditors and any Junior Trustee taking any Collection Action described above shall immediately terminate in the event of (A) a Proceeding with respect to any Obligor (so long as such Proceeding was not initiated by or at the request of any Junior Creditor or Junior Trustee or any other Person acting in concert with any Junior Creditor or Junior Trustee) or (B) any payment or distribution of any character, whether in cash, securities or other property of any Obligor or any of its Subsidiaries, shall be made to or received by any creditor on any indebtedness that in right of payment ranks equal with or junior or subordinate to any Junior Debt, any agreement or other arrangement for such payment or distribution is entered into or the Board of Directors (or any similar body) of any Obligor or Subsidiary authorizes or approves such agreement, arrangement, payment or distribution, (ii) the Junior Creditor may file proofs of claim in respect of the Junior Obligations against any Obligor and exercise all voting rights in respect of the Junior Obligations in any Proceeding involving any Obligor, and (iii) to the extent necessary (but only to such extent) that the commencement of a legal action may be required in order to toll the running of any applicable statute of limitation that might otherwise prevent the Junior Creditor from making claims in respect of the Junior Obligations it otherwise could, there shall be no restriction on the Junior Creditor taking any Collection Action (but in such an event the Junior Creditor shall give prior written notice to the Trustee and any cash, securities or other amounts received by the Junior Creditor in connection with any such legal action shall be subject to the terms and conditions of this Agreement).

Restriction on Action by Junior Creditor. (a) Until the Senior Debt is indefeasibly paid in full in cashfull, no Junior Creditor or Junior Trustee shallshall not, without the prior written consent of the Required HoldersLender, take any Collection Action with respect to the Junior ObligationsDebt, except as permitted below. (b) in this Section 2.4. Upon the earliest earlier to occur of: : (i) during the existence of any Senior Default, (A) the sale or other disposition of all or substantially all acceleration of the properties and assets of the Company and the Guarantors, taken as a wholeSenior Debt; or (B) the sale or other disposition of properties or assets by any Obligor or any Subsidiary for a purchase price which equals or exceeds 50 % of then outstanding principal amount of the Notes; or (ii) commencement of any Senior Collection Action by the Trustee or any Holdera Proceeding involving Borrower and/or Owner; or (iii) the passage of 90 days from the occurrence of any Junior Default (or if laterCreditor, from the date of the Trustee’s receipt of a Junior Default Notice in respect thereof) if such Junior Default shall not have been cured or waived within such period; the Junior Creditors or any Junior Trustee on their behalf may, upon at least five Business Days’ prior written notice of such intention to the Trustee, may accelerate the Junior Obligations Debt or take any other Collection ActionAction which is not inconsistent with or in contravention of the enforcement actions against Borrower, Owner and/or Guarantor taken by the holders of the Senior Debt and the provisions of this Agreement; provided, however, that Junior Creditor will not enforce, or attempt to enforce, any lien or security interest securing the Junior Debt until the Senior Debt is paid in full except as hereinafter set forth in this Section 2.4; provided, further, that if following the disposition of assets or properties or the commencement of any Senior Collection Action in respect acceleration of the Senior Debt as described in clause (i) or (ii) above, such disposition or Senior Collection Action acceleration is rescinded or terminatedrescinded, then all Collection Actions taken by such Junior Creditor shall likewise be rescinded or terminated if such Collection Action is based solely on clause (i) or (ii) above. Such five Business Day notice may be given during the 90-day period described in clause (iii) above. Upon the occurrence of any of the events in clause (i) or (ii) above, the Trustee (in the case of clauses (i) and (ii)) and the Company (in the case of clause (i)), shall immediately give notice thereof to the Junior Creditors and any Junior Trustee. (c) Notwithstanding the foregoing, subject to the other provisions of this Agreement, including but not limited to payment and lien priorities established here, Junior Creditor may (i) the restriction file proofs of claim against Owner in any Proceeding involving Owner; (ii) compute interest on all amounts due and payable under the Junior Creditors Loan at the default interest rate described in the Junior Loan Documents; and any Junior Trustee taking any Collection Action described above shall immediately terminate (iii) in the event of an uncured Event of Default under the Junior Loan Documents, at any time after the expiration of thirty (A30) days following the date of the Junior Default Notice, institute a Proceeding with respect Collection Action against Owner, provided, however, that any recovery therefrom must be applied first to pay the Senior Debt in full before being applied to any Obligor (so long as such Proceeding was not initiated by or at of the request of any Junior Creditor or Junior Trustee or any other Person acting in concert with any Junior Creditor or Junior Trustee) or (B) any payment or distribution of any character, whether in cash, securities or other property of any Obligor or any of its Subsidiaries, shall be made to or received by any creditor on any indebtedness that in right of payment ranks equal with or junior or subordinate to any Junior Debt, and (iv) take any agreement or other arrangement for such payment or distribution action against Guarantor permitted by the Junior Loan Documents, and receive and retain payments made by Guarantor on account of the Junior Debt. Further nothing herein shall preclude the Junior Lender from brining an action against Owner to specifically enforce covenants in the Junior Loan Documents. (b) Until the Senior Debt is entered into paid in full in cash and notwithstanding anything contained in the Junior Loan Documents or the Board Senior Loan Documents to the contrary, Junior Creditor shall not, without the prior written consent of Directors Lender, agree to any amendment, modification or supplement to the Junior Loan Documents which (i) increases the maximum principal amount of the Junior Debt or rate of interest on any similar body) of any Obligor or Subsidiary authorizes or approves such agreement, arrangement, payment or distributionthe Junior Debt, (ii) accelerates the dates (including maturity dates) upon which payments of principal or interest on the Junior Creditor may file proofs Debt are due, (iii) makes more restrictive or adds any event of claim in default or any covenant with respect to the Junior Debt, (iv) changes the redemption or prepayment provisions of the Junior Obligations against Debt, (v) alters the subordination provisions with respect to the Junior Debt, including, without limitation, subordinating the Junior Debt to any Obligor and exercise all voting rights in respect other debt, or (vi) changes or amends any other term of the Junior Obligations in any Proceeding involving any Obligor, and (iii) to Loan Documents if such change or amendment would materially increase the extent necessary (but only to such extent) that the commencement obligations of a legal action may be required in order to toll the running of any applicable statute of limitation that might otherwise prevent the Owner or confer additional material rights on Junior Creditor from making claims in respect or any other holder of the Junior Obligations it otherwise could, there shall be no restriction on the Junior Creditor taking any Collection Action (but Debt in such an event the Junior Creditor shall give prior written notice a manner adverse to the Trustee and any cash, securities or other amounts received by the Junior Creditor in connection with any such legal action shall be subject to the terms and conditions of this Agreement)Lender.

Restriction on Action by Junior Creditor. (a) Until the Senior Debt is indefeasibly Obligations are paid in full in cash, no Junior Creditor or Junior Trustee shall, without the prior written consent of the Required HoldersLessor, take any Collection Action with respect to the Junior ObligationsDebt, except as permitted below. (b) in the following sentence. Upon the earliest to occur of: (i) during the existence of any Senior Default, (A) the sale or other disposition of all or substantially all acceleration of the properties and assets of the Company and the Guarantors, taken as a whole; or (B) the sale or other disposition of properties or assets by any Obligor or any Subsidiary for a purchase price which equals or exceeds 50 % of then outstanding principal amount of the NotesSenior Obligations; or (ii) commencement of any Senior Collection Action by a Proceeding involving the Trustee or any HolderCompany; or (iii) the passage of 90 days from the date Lessor receives written notice of the occurrence of any Junior Default (or if later, from the date of the Trustee’s receipt of a Junior Default Notice in respect thereof) if such Junior Default shall not have been cured or waived within such period; Junior Creditors owning twenty-five percent of the Junior Creditors or any Junior Trustee on their behalf Debt may, upon at least five Business Days’ business days' prior written notice of such intention to the TrusteeLessor, accelerate the Junior Obligations Debt or take any other Collection ActionAction which is not inconsistent with or in contravention of the enforcement actions taken by the holders of the Senior Obligations and the provisions of this Agreement; providedPROVIDED, howeverHOWEVER, that if following the disposition of assets or properties or the commencement of any Senior Collection Action in respect acceleration of the Senior Debt Obligations as described in clause (i) or (ii) above, such disposition or Senior Collection Action acceleration is rescinded or terminatedrescinded, then all Collection Actions taken by such Junior Creditor shall likewise be rescinded or terminated if such Collection Action is based solely on clause (i) above; PROVIDED, FURTHER, no Collection Action may be taken with respect to a payment blockage period under subsection 2.3(a) or (ii) aboveb), prior to the earlier to occur of the cure or waiver of the event giving rise to such payment blockage period under this Agreement or the expira- tion of 90 days after the commencement of such payment blockage period (although, in each instance, notice of the Junior Creditors' intent to exercise legal remedies may be given during such period). Such five Business Day business day notice may be given during the 90-day period described in clause (iii) above. Upon . (b) Until the occurrence Senior Obligations are paid in full in cash and notwithstanding anything contained in the Junior Debt Documents, the Lease Agreement or the other Senior Obligations Documents to the contrary, the Junior Creditors shall not, without the prior written consent of Lessor, agree to any amendment, modification or supplement to the Junior Debt Documents which (i) increases the maximum principal amount of the Junior Debt or rate of interest on any of the Junior Debt, (ii) makes more restrictive or adds any event of default or any covenant with respect to the Junior Debt, (iii) changes the redemption or prepayment provisions of the Junior Debt, (iv) alters the subordination provisions with respect to the Junior Debt, including, without limitation, subordinating the Junior Debt to any other debt, (v) changes the maturity date of any of the events Junior Debt or otherwise alters the repayment terms of the Junior Debt, (vi) grants any liens or security interests in clause any assets of the Company (iother than any such liens or security interests in effect on the date hereof) or (iivii) abovechanges or amends any other term of the Junior Debt Documents if such change or amendment would result in a "Lease Default" or "Lease Event of Default" under the Lease Agreement, materially increase the Trustee (in the case obligations of clauses (i) and (ii)) and the Company (in the case of clause (i)), shall immediately give notice thereof to the Junior Creditors and any Junior Trustee. (c) Notwithstanding the foregoing, (i) the restriction or confer additional material rights on the Junior Creditors and any Junior Trustee taking any Collection Action described above shall immediately terminate in the event of (A) a Proceeding with respect to any Obligor (so long as such Proceeding was not initiated by or at the request of any Junior Creditor or Junior Trustee or any other Person acting in concert with any Junior Creditor or Junior Trustee) or (B) any payment or distribution of any character, whether in cash, securities or other property of any Obligor or any of its Subsidiaries, shall be made to or received by any creditor on any indebtedness that in right of payment ranks equal with or junior or subordinate to any Junior Debt, any agreement or other arrangement for such payment or distribution is entered into or the Board of Directors (or any similar body) of any Obligor or Subsidiary authorizes or approves such agreement, arrangement, payment or distribution, (ii) the Junior Creditor may file proofs of claim in respect holder of the Junior Obligations against any Obligor and exercise all voting rights Debt in respect of the Junior Obligations in any Proceeding involving any Obligor, and (iii) a manner adverse to the extent necessary (but only to such extent) that the commencement of a legal action may be required in order to toll the running of any applicable statute of limitation that might otherwise prevent the Junior Creditor from making claims in respect of the Junior Obligations it otherwise could, there shall be no restriction on the Junior Creditor taking any Collection Action (but in such an event the Junior Creditor shall give prior written notice to the Trustee and any cash, securities Company or other amounts received by the Junior Creditor in connection with any such legal action shall be subject to the terms and conditions of this Agreement)Lessor.

Restriction on Action by Junior Creditor. (a) Until the Senior Debt is indefeasibly paid in full in cash, no Junior Creditor or Junior Trustee shall, without the prior written consent of the Required Holders, take any Collection Action with respect to the Junior Obligations, except as permitted below. (b) Upon the earliest to occur of: (i) during the existence of any Senior Default, (A) the sale or other disposition of all or substantially all of the properties and assets of the Company and the Guarantors, taken as a whole; or (B) the sale or other disposition of properties or assets by any Obligor or any Subsidiary for a purchase price which equals or exceeds 50 % of then outstanding principal amount of the Notes; or (ii) commencement of any Senior Collection Action by the Trustee or any Holder; or (iii) the passage of 90 days from the occurrence of If any Junior Default (other than a Junior Default caused by (i) the Borrower becoming insolvent, or admitting in writing its inability to pay its debts as they mature, or making an assignment for the benefit of creditors, or applying for or consenting to the appointment of a trustee or receiver for a major part of its properties or (ii) a trustee or receiver being appointed for the Borrower or a material part of properties and the order of such appointment is not discharged, vacated or stayed within sixty (60) days after such appointment or (iii) a Bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against the Borrower and, if so instituted, are consented to by the Borrower, or if latercontested, from are not dismissed by the adverse parties or by an order, decree or judgment within sixty (60) days after such institution) shall have occurred and be continuing, Junior Creditors shall deliver to Lender written notice of such Junior Default (a "JUNIOR DEFAULT NOTICE") not less than five (5) days prior to the date of any acceleration of the Trustee’s Junior Debt or the taking of any other Collection Action in respect to such Junior Default. Upon Lender's receipt of a Junior Default Notice in respect thereofNotice, Lender may, by written notice to Junior Creditors (a "STANDSTILL NOTICE"), invoke a standstill period (the "STANDSTILL PERIOD") if such Junior Default shall not have been cured or waived within such period; whereby the Junior Creditors or shall not accelerate any Junior Trustee on their behalf may, upon at least five Business Days’ prior written notice of such intention to the Trustee, accelerate the Junior Obligations Debt or take any other Collection ActionAction until the earlier of (a) the acceleration of the Senior Indebtedness or (b) 120 days after Lender's receipt of such Junior Default Notice; providedPROVIDED, however, that if following the disposition of assets Standstill Period has elapsed and all then-existing Junior Defaults have not been cured or properties or the commencement of any Senior Collection Action in respect of the Senior Debt as described in clause (i) or (ii) abovewaived, such disposition or Senior Collection Action is rescinded or terminated, then all Collection Actions taken by no subsequent Standstill Notice shall be effective until such Junior Creditor shall likewise be rescinded Defaults are cured or terminated if such Collection Action is based solely on clause (i) or (ii) above. Such five Business Day notice may be given during the 90-day period described in clause (iii) above. Upon the occurrence of any of the events in clause (i) or (ii) above, the Trustee (in the case of clauses (i) and (ii)) and the Company (in the case of clause (i)), shall immediately give notice thereof to the Junior Creditors and any Junior Trusteewaived. (c) Notwithstanding the foregoing, (i) the restriction on the Junior Creditors and any Junior Trustee taking any Collection Action described above shall immediately terminate in the event of (A) a Proceeding with respect to any Obligor (so long as such Proceeding was not initiated by or at the request of any Junior Creditor or Junior Trustee or any other Person acting in concert with any Junior Creditor or Junior Trustee) or (B) any payment or distribution of any character, whether in cash, securities or other property of any Obligor or any of its Subsidiaries, shall be made to or received by any creditor on any indebtedness that in right of payment ranks equal with or junior or subordinate to any Junior Debt, any agreement or other arrangement for such payment or distribution is entered into or the Board of Directors (or any similar body) of any Obligor or Subsidiary authorizes or approves such agreement, arrangement, payment or distribution, (ii) the Junior Creditor may file proofs of claim in respect of the Junior Obligations against any Obligor and exercise all voting rights in respect of the Junior Obligations in any Proceeding involving any Obligor, and (iii) to the extent necessary (but only to such extent) that the commencement of a legal action may be required in order to toll the running of any applicable statute of limitation that might otherwise prevent the Junior Creditor from making claims in respect of the Junior Obligations it otherwise could, there shall be no restriction on the Junior Creditor taking any Collection Action (but in such an event the Junior Creditor shall give prior written notice to the Trustee and any cash, securities or other amounts received by the Junior Creditor in connection with any such legal action shall be subject to the terms and conditions of this Agreement).