Common use of Subordinated Debt Payment Restrictions Clause in Contracts

Subordinated Debt Payment Restrictions. (a) Notwithstanding the terms of the Subordinated Debt Transaction Documents, the Borrower hereby agrees that it may not make, directly or indirectly, and each Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid in Full other than, subject to the terms of Section 2.2 of this Agreement, Permitted Subordinated Debt Payments, which shall continue unabated in the absence of a Senior Default or a Proceeding; provided, however, that the Borrower and each Subordinated Creditor further agree that no Permitted Subordinated Debt Payment or any other Distribution may be made by the Borrower, directly or indirectly, or accepted by such Subordinated Creditor if, at the time of such payment, any Senior Default exists; provided, further, that, in the event that a Senior Default exists but a Subordinated Creditor has not received any notice of such Senior Default and accepts a Permitted Subordinated Debt Payment or any other Distribution, then and in such event the Subordinated Creditor, upon receiving a notice of such Senior Default, shall immediately deliver such Permitted Subordinated Debt Payment or other Distribution, as the case may be, to Senior Agent as set forth in Section 2.5 of this Agreement.

Subordinated Debt Payment Restrictions. (a) Notwithstanding the terms provisions of the Subordinated Debt Transaction Documents, the Borrower hereby agrees that it may not make, directly or indirectly, and each Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid in Full other than, subject to the terms of Section 2.2 of this Agreementsubsection 2.1 hereinabove, Permitted Subordinated Debt Payments, which shall continue unabated in the absence of a Senior Default or a Proceeding; provided, however, that the Borrower and each Subordinated Creditor further agree that no Permitted Subordinated Debt Payment or any other Distribution Payments may be (a) made by the Borrower, directly or indirectly, or in cash and -6- accepted by such Subordinated Creditor Lender, but only if, at the time of such payment, no Senior Event of Default has occurred and is continuing or would be created by reason of such payment, or (b) made pursuant to any Senior Default exists; providedDebt Conversion or any payment in PIK non-cash interest, further, that, and notwithstanding anything to the contrary in the event that Senior Loan Documents, such a Subordinated Debt Conversion or payment in PIK non-cash interest, shall not be deemed to be a default or breach under the Senior Loan Documents so long as it does not result in a Change of Control (as defined in the Senior Loan Documents). For purposes of this Agreement, Subordinated Lender has shall be entitled to assume no Senior Event of Default exists but a Subordinated Creditor has not received and to receive and retain any notice of such Senior Default and accepts a Permitted Subordinated Debt Payment received by it prior to the earlier of (x) the receipt by Subordinated Lender of a written notice from Agent that a Senior Event of Default has occurred or any other Distributionwould result therefrom (each a “Senior Default Notice”) and (y) Subordinated Lenders’ having knowledge that a Senior Event of Default has occurred or would result therefrom, then and in such event the Agent shall promptly send to Subordinated Creditor, upon receiving a Lender notice of cancellation of any Senior Default Notice previously given if the Senior Event of Default on which such Senior Default, shall immediately deliver such Permitted Subordinated Debt Payment or other Distribution, as the case may be, notice has been based ceases to Senior Agent as set forth in Section 2.5 of this Agreementexist.

Subordinated Debt Payment Restrictions. (a) Notwithstanding the terms provisions of the Subordinated Debt Transaction Documents, the Borrower hereby agrees that it may not make, directly or indirectly, and each Subordinated Creditor hereby agrees that it will not accept, any Distribution with respect to the Subordinated Debt until the Senior Debt is Paid in Full other than, subject to the terms of Section 2.2 of this Agreementsubsection 2.1 hereinabove, Permitted Subordinated Debt Payments, which shall continue unabated in the absence of a Senior Default or a Proceeding; provided, however, that the Borrower and each Subordinated Creditor further agree that no Permitted Subordinated Debt Payment or any other Distribution Payments may be (a) made by the Borrower, directly or indirectly, or in cash and accepted by such Subordinated Creditor Lender, but only if, at the time of such payment, no Senior Event of Default has occurred and is continuing or would be created by reason of such payment, or (b) made pursuant to any Senior Default exists; providedDebt Conversion or any payment in PIK non-cash interest, further, that, and notwithstanding anything to the contrary in the event that Senior Loan Documents, such a Subordinated Debt Conversion or payment in PIK non-cash interest, shall not be deemed to be a default or breach under the Senior Loan Documents so long as it does not result in a Change of Control (as defined in the Senior Loan Documents). For purposes of this Agreement, Subordinated Lender has shall be entitled to assume no Senior Event of Default exists but a Subordinated Creditor has not received and to receive and retain any notice of such Senior Default and accepts a Permitted Subordinated Debt Payment received by it prior to the earlier of (x) the receipt by Subordinated Lender of a written notice from Agent that a Senior Event of Default has occurred or any other Distributionwould result therefrom (each a “Senior Default Notice”) and (y) Subordinated Lenders’ having knowledge that a Senior Event of Default has occurred or would result therefrom, then and in such event the Agent shall promptly send to Subordinated Creditor, upon receiving a Lender notice of cancellation of any Senior Default Notice previously given if the Senior Event of Default on which such Senior Default, shall immediately deliver such Permitted Subordinated Debt Payment or other Distribution, as the case may be, notice has been based ceases to Senior Agent as set forth in Section 2.5 of this Agreementexist.