Common use of Subordination on Default on Senior Indebtedness Clause in Contracts

Subordination on Default on Senior Indebtedness. Upon the maturity of ----------------------------------------------- any Senior Indebtedness of the Borrower by lapse of time, acceleration or otherwise, all Senior Indebtedness of the Borrower then due and payable shall first be paid in full in cash or Cash Equivalents, before any payment is made by the Borrower or any Person acting on behalf of the Borrower with respect to the Obligations. No direct or indirect payment by the Borrower or any Person acting on behalf of the Borrower of any Obligations whether pursuant to the terms of the Bridge Loan or upon acceleration or otherwise shall be made, if at the time of such payment, there exists a default (as defined in the document governing any Senior Indebtedness of the Borrower) in the payment of all or any portion of any principal, interest, fees, letter of credit reimbursement obligations or other amounts payable in respect of any Senior Indebtedness of the Borrower and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuation of any other Non-Payment Default with respect to the Senior Indebtedness of the Borrower, upon the (i) receipt by the Agent of written notice from the agent or representative of the holders of such Senior Indebtedness of such default or (ii) if such Non-Payment Default results from the acceleration of the Bridge Loan, the date of the acceleration of the Bridge Loan, no such payment may be made by the Borrower upon or in respect of the Obligations, for a period ("Payment Blockage Period") commencing on the date of receipt of such notice or the date of such acceleration and ending 179 days after receipt of such notice (unless such Payment Blockage Period shall be terminated by written notice to the Agent from such agent or representative) or 179 days after the date of such acceleration, whichever is the earlier to occur (provided such Senior Indebtedness shall theretofore not have been accelerated). Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period or successive Payment Blockage Periods with respect to the same payment on the Obligations extend beyond 179 days from the date the payment on the Obligations was due and (y) there must be 180 consecutive days in any 365- day period during which no Payment Blockage Period is in effect. For all purposes of this Section 8.2(b), no event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness of the Borrower initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders or by the agent or other representative of such Senior Indebtedness whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Subordination on Default on Senior Indebtedness. Upon the maturity of ----------------------------------------------- any Senior Indebtedness of the Borrower by lapse of time, acceleration or otherwise, all Senior Indebtedness of the Borrower then due and payable shall first be paid in full in cash or Cash Equivalents, before any payment is made by the Borrower or any Person acting on behalf of the Borrower with respect to the Obligations. No direct or indirect payment by the Borrower or any Person acting on behalf of the Borrower of any Obligations whether pursuant to the terms of the Bridge Loan or upon acceleration or otherwise shall be made, if at the time of such payment, there exists a default Default (as defined in the document governing any Senior Indebtedness of the Borrower) in the payment of all or any portion of any principal, interest, fees, letter of credit reimbursement obligations or other amounts payable in respect of any Senior Indebtedness of the Borrower and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuation of any other Non-Payment Default event of default with respect to the Senior Indebtedness of the BorrowerBorrower pursuant to which the maturity thereof may be accelerated, upon the (i) receipt by the Agent of written notice from the agent or representative of the holders of such Senior Indebtedness of such default Default or (ii) if such Non-Payment Default results from the acceleration of the Bridge Loan, the date of the acceleration of the Bridge Loan, no such payment may be made by the Borrower upon or in respect of the Obligations, for a period ("Payment Blockage Period") commencing on the date of receipt of such notice or the date of such acceleration and ending 179 days after receipt of such notice (unless such Payment Blockage Period shall be terminated by written notice to the Agent from such agent or representative) or 179 days after the date of such acceleration, whichever is the earlier to occur (provided such Senior Indebtedness shall theretofore not have been accelerated). Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period or successive Payment Blockage Periods with respect to the same payment on the Obligations extend beyond 179 days from the date the payment on the Obligations was due and (y) there must be 180 consecutive days in any 365- 365-day period during which no Payment Blockage Period is in effect. For all purposes of this Section 8.2(b), no event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness of the Borrower initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders or by the agent or other representative of such Senior Indebtedness whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Subordination on Default on Senior Indebtedness. Upon the maturity ----------------------------------------------- of ----------------------------------------------- any Senior Indebtedness of either of the Borrower Borrowers by lapse of time, acceleration or otherwise, all Senior Indebtedness of the Borrower Borrowers then due and payable shall first be paid in full in cash or Cash Equivalents, before any payment is made by the Borrower Borrowers or any Person acting on behalf of the Borrower Borrowers with respect to the Obligations. No direct or indirect payment by the Borrower Borrowers or any Person acting on behalf of the Borrower Borrowers of any Obligations whether pursuant to the terms of the Bridge Loan or upon acceleration or otherwise shall be made, if at the time of such payment, there exists a default (as defined in the document governing any Senior Indebtedness of the BorrowerBorrowers) in the payment of all or any portion of any principal, interest, fees, letter of credit reimbursement obligations or other amounts payable in respect of any Senior Indebtedness of the Borrower Borrowers and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuation of any other Non-Payment Default with respect to the Senior Indebtedness of the BorrowerBorrowers, upon the (i) receipt by the Agent First Union of written notice from the agent or representative of the holders of such Senior Indebtedness of such default or (ii) if such Non-Payment Default results from the acceleration of the Bridge Loan, the date of the acceleration of the Bridge Loan, no such payment may be made by the Borrower Borrowers upon or in respect of the Obligations, for a period ("Payment Blockage Period") commencing on the date of receipt of such notice or the date of such acceleration and ending 179 days after receipt of such notice (unless such Payment Blockage Period shall be terminated by written notice to the Agent First Union from such agent or representative) or 179 days after the date of such acceleration, whichever is the earlier to occur (provided such Senior Indebtedness shall theretofore not have been accelerated). Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period or successive Payment Blockage Periods with respect to the same payment on the Obligations extend beyond 179 days from the date the payment on the Obligations was due and (y) there must be 180 consecutive days in any 365- 365-day period during which no Payment Blockage Period is in effect. For all purposes of this Section 8.2(b), no event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness of the Borrower Borrowers initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders or by the agent or other representative of such Senior Indebtedness whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Subordination on Default on Senior Indebtedness. Upon the ----------------------------------------------- maturity of ----------------------------------------------- any Senior Indebtedness of the Borrower Company by lapse of time, acceleration or otherwise, all Senior Indebtedness of the Borrower Company then due and payable shall first be paid in full in cash or Cash Equivalents, before any payment is made by the Borrower Company or any Person acting on behalf of the Borrower Company with respect to the Obligations. No direct or indirect payment by the Borrower Company or any Person acting on behalf of the Borrower Company of any Obligations whether pursuant to the terms of the Bridge Loan Loans or upon acceleration or otherwise shall be made, if at the time of such payment, there exists a default Default (as defined in the document governing any Senior Indebtedness of the BorrowerCompany) in the payment of all or any portion of any principal, interest, fees, letter of credit reimbursement obligations or other amounts payable in respect of any Senior Indebtedness of the Borrower Company and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuation of any other Non-Payment Default event of default with respect to the Senior Indebtedness of the BorrowerCompany pursuant to which the maturity thereof may be accelerated, upon the (i) receipt by the Agent of written notice from the agent or representative of the holders of such Senior Indebtedness of such default Default or (ii) if such Non-Payment Default results from the acceleration of the Bridge LoanLoans, the date of the acceleration of the Bridge LoanLoans, no such payment may be made by the Borrower Company upon or in respect of the Obligations, for a period ("Payment Blockage Period") commencing on the date of receipt of such notice or the date of such acceleration and ending on the earlier to occur of 179 days after receipt of such notice (unless such Payment Blockage Period shall be terminated by written notice to the Agent from such agent or representative) or 179 days after the date of such acceleration, whichever is the earlier to occur (provided such Senior Indebtedness shall theretofore not have been accelerated). Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period or successive Payment Blockage Periods with respect to the same payment on the Obligations extend beyond 179 days from the date the payment on the Obligations was due and (y) there must be 180 consecutive days in any 365- 365-day period during which no Payment Blockage Period is in effect. For all purposes of this Section 8.2(b), no event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness of the Borrower Company initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Pay- ment Blockage Period by the holders or by the agent or other representative of such Senior Indebtedness whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Subordination on Default on Senior Indebtedness. Upon the ----------------------------------------------- maturity of ----------------------------------------------- any Senior Indebtedness of the Borrower by lapse of time, acceleration or otherwise, all Senior Indebtedness of the Borrower then due and payable shall first be paid in full in cash or Cash Equivalents, before any payment or distribution is made by the Borrower or any Person acting on behalf of the Borrower with respect to the Obligations. No direct or indirect payment or distribution by the Borrower or any Person acting on behalf of the Borrower of or in respect of any Obligations whether pursuant to the terms of the Bridge Loan Loans or upon acceleration or otherwise shall be made, if at the time of such payment, there exists a default (as defined in the document governing any Senior Indebtedness of the Borrower) in the payment of all or any portion of any principal, interest, fees, letter of credit reimbursement obligations or other amounts payable in respect of any Senior Indebtedness of the Borrower and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuation of any other Non-Payment Default with respect to the Senior Indebtedness of the BorrowerDefault, upon the (i) receipt by the Agent of written notice from the agent or representative of the holders of such Senior Indebtedness of such default or (ii) if such Non-Payment Default results from the acceleration of the Bridge Loan, the date of the acceleration of the Bridge LoanIndebtedness, no such payment may be made by the Borrower upon or in respect of the Obligations, for a period ("Payment Blockage Period") commencing on the date of receipt of such notice or the date of such acceleration and ending 179 days after receipt of such notice (unless such Payment Blockage Period shall be terminated by written notice to the Agent from such agent or representative) or 179 days after the date of such acceleration, whichever is the earlier to occur (provided such Senior Indebtedness shall theretofore not have been accelerated). Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period or successive Payment Blockage Periods with respect to the same payment on the Obligations extend beyond 179 days from the date the payment on the Obligations was due and (y) there must be 180 consecutive days in any 365- 365-day period during which no Payment Blockage Period is in effect. For all purposes of this Section 8.2(bSECTION 8.2(B), no event of default Non-Payment Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness of the Borrower initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the holders or by the agent or other representative of such Senior Indebtedness whether or not within a period of 365 consecutive days, unless such event of default Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days.