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

Restrictions on Payment of the Subordinated Obligations, etc. (a) Until 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 set-off, by realizing upon collateral, foreclosing on any lien or otherwise, by exercise of any remedies or rights under the Subordinated Documents 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, all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid in full, 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 be reborrowed, and (ii) payments (but not prepayments) of interest, reasonable fees and expenses in respect of the Subordinated Obligations upon the 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 Senior Credit Agreement) shall have occurred and be continuing. (b) 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. Except after the Blockage Period (a) Until as defined below), the Senior Obligations Repayment Date, no 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 set-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 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, all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid in full, 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 be reborrowed, and (ii) payments (but not prepayments) of interest, reasonable fees and expenses in respect . Each of the Subordinated Obligations upon Creditors and the terms set forth in the Subordinated Agreement, but, in each case, only Lender agree that if at the time of making such repayment or payment and immediately after giving effect thereto, no “Event of Default” any Default (as such term is defined in the Senior Credit Agreement) 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 (a "Blockage Notice"), then, unless and until such event of default has been cured or waived or has ceased to exist or the 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 have occurred and be continuing. not exercise any of the rights or remedies described in the preceding sentence. The Lender shall provide the Subordinated Creditors with such Blockage Notice within (b10) Except as expressly permitted Business Days' after it obtains knowledge of such Default, in Section 3.2(a) abovewhich case the Blockage Period shall commence from the date such notice is received by the Subordinated Creditors; provided, Borrower however, that in the event the Lender fails to deliver such notice within such 10-day period, the Blockage Period shall commence from the date the Lender obtained knowledge of such Default. The Obligors 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. 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) Until the Senior Obligations Repayment DateExcept 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 set-offsetoff, 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 forfor (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 in fullpaid, except, provided that the Borrower may make, and each Subordinated Creditor may receive, and the Borrower may pay (ibut not prepay) repayments of Permitted Subordinated Payments. Notwithstanding the revolving loans outstanding pursuant 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 AgreementObligations if, provided at the time of such payment, (1) Borrower and Subordinated Lender shall have received written notice from Senior Agent stating that any a Senior Default then exists and is continuing, (2) each such repayment Senior Default shall not have been waived in writing by Senior Agent or cured in accordance with the terms of the revolving loans 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 not terminate resume making Permitted Subordinated Payments (and make any portion of the revolving commitment made available Permitted Subordinated Payments missed due to the Borrower pursuant to the Subordinated Agreement and any amounts so repaid by the Borrower may be reborrowed, and (iiexistence of a Limited Blockage Period) payments (but not prepayments) of interest, reasonable fees and expenses in respect of the Subordinated Obligations upon the terms set forth expiration of the Limited Blockage Period, whether by waiver in writing of the Subordinated Agreement, but, in each case, only if at applicable Senior Default by Senior Agent or cure or expiration of the time of making such repayment or payment and immediately after giving effect thereto, no “Event of Default” (as such term is defined in 180 day period with respect to the Senior Credit Agreement) shall have occurred and be continuingLimited Blockage Period. (bc) 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 a Subordinated Default 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. 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) Until the Senior Obligations Repayment DateExcept 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 set-offsetoff, 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 forfor (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 in fullpaid, except, provided that the Borrower may make, and each Subordinated Creditor may receive, and the Borrower may pay (ibut not prepay) repayments of Permitted Subordinated Payments. Notwithstanding the revolving loans outstanding pursuant 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 AgreementObligations if, provided at the time of such payment, (1) Borrower and Subordinated Lender shall have received written notice from Senior Agent stating that any a Senior Default then exists and is continuing, (2) each such repayment Senior Default shall not have been cured or waived in accordance with the terms of the revolving loans 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 not terminate resume making Permitted Subordinated Payments (and make any portion of the revolving commitment made available Permitted Subordinated Payments missed due to the Borrower pursuant to the Subordinated Agreement and any amounts so repaid by the Borrower may be reborrowed, and (iiexistence of a Limited Blockage Period) payments (but not prepayments) of interest, reasonable fees and expenses in respect of the Subordinated Obligations upon the terms set forth in expiration of the Subordinated AgreementLimited Blockage Period, but, in each case, only if at whether by cure or waiver of the time applicable Senior Default or expiration of making such repayment or payment and immediately after giving effect thereto, no “Event of Default” (as such term is defined in the Senior Credit Agreement) shall have occurred and be continuing180 day period with respect to the Limited Blockage Period. (bc) 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. 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.