Common use of Restrictions on Payment of the Subordinated Obligations, etc Clause in Contracts

Restrictions on Payment of the Subordinated Obligations, etc. (a) Except as otherwise expressly permitted herein, no Subordinated Creditor will ask, demand, xxx for, take or receive, directly or indirectly, from a Loan Party, in cash or other property, by setoff, by realizing upon collateral, foreclosing on any lien or otherwise, by exercise of any remedies or rights under the Subordinated Documents or at law or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security for (unless the Senior Creditors shall have received or shall also receive a corresponding senior security interest), all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid, provided that each Subordinated Creditor may receive, and the Borrower may pay (but not prepay) Permitted Subordinated Payments. Notwithstanding the foregoing, Borrower may not make and Subordinated Creditors may not receive any Permitted Subordinated Payments or any other amount due with respect to the Subordinated Obligations if, at the time of such payment, (1) Borrower and Subordinated Lender shall have received written notice from Senior Agent stating that a Senior Default then exists and is continuing, (2) each such Senior Default shall not have been cured or waived in accordance with the terms of the Senior Documents and (3) 180 days shall not have elapsed since the date such notice was received (the period during which such conditions exists being referred to as a “Limited Blockage Period”). (b) Borrower may resume making Permitted Subordinated Payments (and make any Permitted Subordinated Payments missed due to the existence of a Limited Blockage Period) in respect of the Subordinated Obligations upon the expiration of the Limited Blockage Period, whether by cure or waiver of the applicable Senior Default or expiration of the 180 day period with respect to the Limited Blockage Period. (c) Notwithstanding any provision of this Section 3.2 to the contrary, the failure of Borrower to make any payment with respect to the Subordinated Obligations by reason of the operation of this subsection 3.2 shall not be construed as preventing the Subordinated Creditors from declaring an Event of Default under the applicable Subordinated Documents in connection with such payment. (d) Except as expressly permitted in Section 3.2(a) above, Borrower will not (and it will not allow any other Loan Party to) make any payment of any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Agreement.

Restrictions on Payment of the Subordinated Obligations, etc. (a) Except as otherwise expressly permitted set forth herein, no the Subordinated Creditor Creditors will not ask, demand, xxx for, take or receive, directly or indirectly, from a Loan Partythe Obligor, the Other Debtors or any affiliate thereof, in cash or other property, by setoffset-off, by realizing upon collateral, foreclosing on any lien or otherwise, by exercise of any remedies or rights under the Subordinated Junior Obligation Documents or at law or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security for (unless the Senior Creditors shall have received or shall also receive a corresponding senior security interest)for, all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid, provided that each Subordinated Creditor may receive, and paid in full. Neither the Borrower may pay (but not prepay) Permitted Subordinated Payments. Notwithstanding the foregoing, Borrower may not make and Subordinated Creditors may not receive Obligor nor any Permitted Subordinated Payments or any other amount due with respect to the Subordinated Obligations if, at the time of such payment, (1) Borrower and Subordinated Lender shall have received written notice from Senior Agent stating that a Senior Default then exists and is continuing, (2) each such Senior Default shall not have been cured or waived in accordance with the terms of the Senior Documents and (3) 180 days shall not have elapsed since the date such notice was received (the period during which such conditions exists being referred to as a “Limited Blockage Period”). (b) Borrower may resume making Permitted Subordinated Payments (and make any Permitted Subordinated Payments missed due to the existence of a Limited Blockage Period) in respect of the Subordinated Obligations upon the expiration of the Limited Blockage Period, whether by cure or waiver of the applicable Senior Default or expiration of the 180 day period with respect to the Limited Blockage Period. (c) Notwithstanding any provision of this Section 3.2 to the contrary, the failure of Borrower to Other Debtors will make any payment with respect to the Subordinated Obligations by reason of the operation of this subsection 3.2 shall not be construed as preventing the Subordinated Creditors from declaring an Event of Default under the applicable Subordinated Documents in connection with such payment. (d) Except as expressly permitted in Section 3.2(a) above, Borrower will not (and it will not allow any other Loan Party to) make any payment of on any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Agreement. (b) So long as none of the events contemplated by Section 3(a) hereof shall have occurred the Obligor may make payments on the Subordinated Obligations to the extent (but only to the extent) permitted by Section 6.5 of the Credit Agreement. Notwithstanding anything to the contrary set forth in the preceding sentence or in Section 6.5 of the Credit Agreement, Subordinated Creditor and Obligor acknowledge and agree that in no way shall any payment which may from time to time be made on the Subordinated Obligations as permitted by the preceding clause 2(b) or Section 6.5 of the Credit Agreement constitute a waiver of any right or claim of the Agent or any of the Lenders to share in any recovery with other creditors of Obligor or any Other Debtor in the event that any such payment on any of the Subordinated Obligations is set aside as a fraudulent or preferential conveyance or transfer or otherwise required to be returned by any Subordinated Creditor in any proceeding referred to in section 3(a).

Restrictions on Payment of the Subordinated Obligations, etc. (a) Except as otherwise expressly permitted hereinUntil the Senior Obligations Repayment Date, no Subordinated Creditor will ask, demand, xxx for, take or receive, directly or indirectly, from a Loan Party, in cash or other property, by setoffset-off, by realizing upon collateral, foreclosing on any lien or otherwise, by exercise of any remedies or rights under the Subordinated Documents or at law or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security for (unless the Senior Creditors shall have received or shall also receive a corresponding senior security interest)for, all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paidpaid in full, provided except, that the Borrower may make, and each Subordinated Creditor may receive, (i) repayments of the revolving loans outstanding pursuant to the Subordinated Agreement, provided that any such repayment of the revolving loans may not terminate any portion of the revolving commitment made available to the Borrower pursuant to the Subordinated Agreement and any amounts so repaid by the Borrower may pay be reborrowed, and (ii) payments (but not prepayprepayments) Permitted Subordinated Payments. Notwithstanding the foregoingof interest, Borrower may not make reasonable fees and Subordinated Creditors may not receive any Permitted Subordinated Payments or any other amount due with respect to the Subordinated Obligations if, at the time of such payment, (1) Borrower and Subordinated Lender shall have received written notice from Senior Agent stating that a Senior Default then exists and is continuing, (2) each such Senior Default shall not have been cured or waived in accordance with the terms of the Senior Documents and (3) 180 days shall not have elapsed since the date such notice was received (the period during which such conditions exists being referred to as a “Limited Blockage Period”). (b) Borrower may resume making Permitted Subordinated Payments (and make any Permitted Subordinated Payments missed due to the existence of a Limited Blockage Period) expenses in respect of the Subordinated Obligations upon the expiration terms set forth in the Subordinated Agreement, but, in each case, only if at the time of making such repayment or payment and immediately after giving effect thereto, no “Event of Default” (as such term is defined in the Limited Blockage Period, whether by cure or waiver of the applicable Senior Default or expiration of the 180 day period with respect to the Limited Blockage PeriodCredit Agreement) shall have occurred and be continuing. (c) Notwithstanding any provision of this Section 3.2 to the contrary, the failure of Borrower to make any payment with respect to the Subordinated Obligations by reason of the operation of this subsection 3.2 shall not be construed as preventing the Subordinated Creditors from declaring an Event of Default under the applicable Subordinated Documents in connection with such payment. (db) Except as expressly permitted in Section 3.2(a) above, Borrower will not (and it will not allow any other Loan Party to) make any payment of any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Agreement. Each of the Subordinated Creditors expressly agrees that, until the earlier of (x) the expiration of the Standstill Period and (y) two (2) Business Days (as defined in the Senior Credit Agreement) after the date on which the prohibition on repayment ceases to exist, any payment in respect to the Subordinated Obligations which is not made in a timely manner by reason of the operation of this Subordination Agreement shall be deemed to be deferred and the Loan Parties shall not be in default under any of the Subordinated Documents by reason of such non-payment.

Restrictions on Payment of the Subordinated Obligations, etc. (a) Except as otherwise expressly permitted herein, no Subordinated Creditor will ask, demand, xxx sxx for, take or receive, directly or indirectly, from a Loan Party, in cash or other property, by setoff, by realizing upon collateral, foreclosing on any lien or otherwise, by exercise of any remedies or rights under the Subordinated Documents or at law or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security for (unless the Senior Creditors shall have received or shall also receive a corresponding senior security interest), all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid, provided that each Subordinated Creditor may receive, and the Borrower may pay (but not prepay) Permitted Subordinated Payments. Notwithstanding the foregoing, Borrower may not make and Subordinated Creditors may not receive any Permitted Subordinated Payments or any other amount due with respect to the Subordinated Obligations if, at the time of such payment, (1) Borrower and Subordinated Lender shall have received written notice from Senior Agent stating that a Senior Default then exists and is continuing, (2) each such Senior Default shall not have been waived in writing by Senior Agent or cured or waived in accordance with the terms of the Senior Documents and (3) 180 days shall not have elapsed since the date such notice was received (the period during which such conditions exists being referred to as a “Limited Blockage Period”). (b) Borrower may resume making Permitted Subordinated Payments (and make any Permitted Subordinated Payments missed due to the existence of a Limited Blockage Period) in respect of the Subordinated Obligations upon the expiration of the Limited Blockage Period, whether by cure or waiver in writing of the applicable Senior Default by Senior Agent or cure or expiration of the 180 day period with respect to the Limited Blockage Period. (c) Notwithstanding any provision of this Section 3.2 to the contrary, the failure of Borrower to make any payment with respect to the Subordinated Obligations by reason of the operation of this subsection 3.2 shall not be construed as preventing the Subordinated Creditors from declaring an Event of a Subordinated Default under the applicable Subordinated Documents in connection with such payment. (d) Except as expressly permitted in Section 3.2(a) above, Borrower will not (and it will not allow any other Loan Party to) make any payment of any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Agreement.

Restrictions on Payment of the Subordinated Obligations, etc. Except after the Blockage Period (a) Except as otherwise expressly permitted hereindefined below), no the Subordinated Creditor will Creditors shall not ask, demand, xxx forsue xxx, take or receive, directly or indirectly, from a Loan Partyany Obligor or any affiliate thereof, in cash or other property, by setoffset-off, by realizing upon collateral, foreclosing on any lien or otherwise, by exercise of any remedies or rights under the Subordinated Junior Obligation Documents or at law or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security for (unless the Senior Creditors shall have received or shall also receive a corresponding senior security interest)for, all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid, provided that each paid in full. Each of the Subordinated Creditor may receive, Creditors and the Borrower may pay Lender agree that if any Default (but not prepayas defined in the Credit Agreement) Permitted Subordinated Payments. Notwithstanding the foregoing, Borrower may not make and Subordinated Creditors may not receive any Permitted Subordinated Payments or any other amount due with respect to the Subordinated Obligations if, at the time of such payment, (1) Borrower and Subordinated Lender shall have received written notice from Senior Agent stating that a Senior Default then exists occurs and is continuing, pursuant to which the Lender may, or following notice or lapse of time would be able to, accelerate the maturity of the Senior Obligations, and if the Lender gives written notice of the event of default to the Obligors and the Subordinated Creditors (2) each a "Blockage Notice"), then, unless and until such Senior Default shall not have event of default has been cured or waived in accordance with or has ceased to exist or the terms Subordinated Creditors and the Obligors receive notice from the Lender terminating the Blockage Period (as defined below), during the 270 days after the delivery of such Blockage Notice (the "Blockage Period"), the Subordinated Creditors shall not exercise any of the Senior Documents and rights or remedies described in the preceding sentence. The Lender shall provide the Subordinated Creditors with such Blockage Notice within (310) 180 days Business Days' after it obtains knowledge of such Default, in which case the Blockage Period shall not have elapsed since commence from the date such notice was is received (the period during which such conditions exists being referred to as a “Limited Blockage Period”). (b) Borrower may resume making Permitted Subordinated Payments (and make any Permitted Subordinated Payments missed due to the existence of a Limited Blockage Period) in respect of by the Subordinated Obligations upon Creditors; provided, however, that in the expiration of event the Limited Blockage Period, whether by cure or waiver of the applicable Senior Default or expiration of the 180 Lender fails to deliver such notice within such 10-day period with respect to the Limited Blockage Period. (c) Notwithstanding any provision of this Section 3.2 to the contraryperiod, the failure Blockage Period shall commence from the date the Lender obtained knowledge of Borrower to such Default. The Obligors will not make any payment with respect to the Subordinated Obligations by reason of the operation of this subsection 3.2 shall not be construed as preventing the Subordinated Creditors from declaring an Event of Default under the applicable Subordinated Documents in connection with such payment. (d) Except as expressly permitted in Section 3.2(a) above, Borrower will not (and it will not allow any other Loan Party to) make any payment of on any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Subordination Agreement.