Common use of Payment Block Clause in Contracts

Payment Block. (a) If any default in the payment (a "Payment Default") on account (y) of any principal of or interest on the Notes, or (z) any fees or other amounts payable in respect of any Senior Obligations in the aggregate in excess of $250,000, (in either case, whether at maturity or at a date fixed for prepayment or by declaration, acceleration or otherwise) occurs or exists, then (i) the rights of any Subordinated Creditor to receive any payments or other distributions with respect to the Subordinate Liabilities shall be suspended from and after the date that such Subordinated Creditor receives from the Administrative Agent a notice (a "Stop Payment Notice") of such Payment Default, (ii) immediately following any Payment Default, and without the necessity of delivery of a Stop Payment Notice, no payment or distribution of any character, whether in cash, securities or other property (except for payment in securities which are subordinate and junior in right of payment to all Senior Obligations then outstanding) shall be made by the Borrower on account of the Subordinate Liabilities or in respect of the redemption, retirement, purchase or other acquisition thereof, and (iii) following the receipt by any Subordinated Creditor of a Stop Payment Notice, no payment or distribution of any character, whether in cash, securities or other property on account of the Subordinate Liabilities or in respect of the redemption retirement, purchase or other acquisition thereof (except for payment in securities which are subordinate and junior in right of payment to all Senior Obligations then outstanding) shall be received or accepted by such Subordinated Creditor unless and until such Payment Default shall have been cured or waived. (b) If any Senior Event of Default has occurred and is continuing under circumstances in which Sections 2.2 and 2.3 (a) are not applicable, or would occur after giving effect to any payment in respect of the Subordinate Liabilities, then (i) the rights of any Subordinated Creditor to receive any payments or other distributions with respect to the Subordinate Liabilities shall be suspended from and after the date that such Subordinated Creditor receives a Stop Payment Notice from the Administrative Agent with respect to such default, and (ii) from and after the delivery of such a Stop Payment Notice, no payment or distribution of any character, whether in cash, securities or other property (except securities (a) become applicable (whether by acceleration or otherwise), no payment suspension period commenced pursuant to this Section 2(b) shall exceed 180 consecutive days. (c) Notwithstanding anything to the contrary contained in Section 2.3(b), the Borrower may pay and each Subordinated Creditor may take and retain any payment on the Subordinate Liabilities before receipt by the Borrower of a Stop Payment Notice, except for prepayments or redemptions in respect thereof (whether mandatory or otherwise); provided, however, that in the event that Section 2.2 or Section 2.3 (a) become applicable (whether by acceleration or otherwise during the pendency of a payment suspension period pursuant to Section 2.3(b)), then the provisions of Section 2.2 or Section 2.3(a), as applicable, shall become effective without the necessity of delivery of a Stop Payment Notice. Subject to the proviso in the immediately preceding sentence, the Borrower shall be entitled to resume the making of any payments otherwise prohibited under this Section 2.3, including any payments previously suspended, at such time as the default giving rise to such prohibition shall have been cured or waived in writing or the applicable period following the date upon which the Subordinated Creditors received the relevant Stop Payment Notice shall have elapsed. The making of payments by the Borrower to the extent permitted by this Agreement (including payments made during the pendency of a Senior Event of Default when no Stop Payment Notice is in effect) shall not constitute a breach of Section 8.7 of the Credit Agreement, except for purposes of determining whether the conditions to lending thereunder have been satisfied. (d) Notwithstanding anything to the contrary herein, the Administrative Agent shall not be required to deliver Stop Payment Notices to Transferees (as hereinafter defined) who have not complied with Section 6.1 hereof.

Payment Block. (a) If any default in the payment (a "Payment Default") on account (y) of any principal of or interest on the Notes, or Senior Subordinated Notes (z) any fees or other amounts payable in respect of any Senior Obligations in the aggregate in excess of $250,000, (in either case, whether at maturity or at a date fixed for prepayment or by declaration, acceleration or otherwise) occurs or exists, then (i) the rights of any Junior Subordinated Creditor to receive any payments or other distributions with respect to the Subordinate Liabilities shall be suspended from and after the date that such Junior Subordinated Creditor receives from the Administrative Agent Senior Subordinated Creditors a notice (a "Stop Payment Notice") of such Payment Default, (ii) immediately following any Payment Default, and without the necessity of delivery of a Stop Payment Notice, no payment or distribution of any character, whether in cash, securities or other property (except for payment in securities which are subordinate and junior in right of payment to all Senior Obligations then outstanding) shall be made by the Borrower Company on account of the Subordinate Liabilities or in respect of the redemption, retirement, purchase or other acquisition thereof, and (iii) following the receipt by any Junior Subordinated Creditor of a Stop Payment Notice, no payment or distribution of any character, whether in cash, securities or other property on account of the Subordinate Liabilities or in respect of the redemption redemption, retirement, purchase or other acquisition thereof (except for payment in securities which are subordinate and junior in right of payment to all Senior Obligations then outstanding) shall be received or accepted by such Junior Subordinated Creditor unless and until such Payment Default shall have been cured or waived. (b) If any Senior Event of Default has occurred and is continuing under circumstances in which Sections 2.2 and 2.3 (a) are not applicable, or would occur after giving effect to any payment in respect of the Subordinate Liabilities, then (i) the rights of any Subordinated Creditor to receive any payments or other distributions with respect to the Subordinate Liabilities shall be suspended from and after the date that such Subordinated Creditor receives a Stop Payment Notice from the Administrative Agent with respect to such default, and (ii) from and after the delivery of such a Stop Payment Notice, no payment or distribution of any character, whether in cash, securities or other property (except securities (a) become applicable (whether by acceleration or otherwise), no payment suspension period commenced pursuant to this Section 2(b) shall exceed 180 consecutive days. (c) Notwithstanding anything to the contrary contained in Section 2.3(b), the Borrower The Company may pay and each Junior Subordinated Creditor may take and retain any payment on the Subordinate Liabilities before receipt by the Borrower Junior Subordinated Creditors of a Stop Payment Notice, except for prepayments or redemptions in respect thereof (whether mandatory or otherwise); provided, however, that in the event that Section 2.2 or Section 2.3 (a) become applicable (whether by acceleration or otherwise during the pendency of a payment suspension period pursuant to Section 2.3(b))becomes applicable, then the provisions of Section 2.2 or Section 2.3(a), as applicable, shall become effective without the necessity of delivery of a Stop Payment Notice. Subject to the proviso in the immediately preceding sentence, the Borrower Company shall be entitled to resume the making of any payments otherwise prohibited under this Section 2.3, including any payments previously suspended, at such time as the default Payment Default giving rise to such prohibition under Section 2.3(a) shall have been cured or waived in writing or writing. Notwithstanding the applicable period following foregoing, the date upon which Company shall not make, and the Junior Subordinated Creditors received the relevant Stop Payment Notice shall have elapsed. The making of payments by the Borrower to the extent permitted by this Agreement (including payments made during the pendency of a Senior Event of Default when no Stop Payment Notice is in effect) shall not constitute a breach be entitled to take and retain, any optional prepayments in respect of Section 8.7 Subordinate Liabilities without the consent of the Credit Senior Subordinated Creditors. Further, the Company shall not make, and the Junior Subordinated Creditors shall not be entitled to take and retain, any mandatory prepayments in respect of the Subordinate Liabilities upon a Change of Control (as such term is defined in the Junior Subordinated Purchase Agreement) unless the Company has satisfied all mandatory prepayment obligations in respect of the Senior Obligations resulting from such Change of Control under the Senior Subordinated Debt Agreements; provided, except for purposes however, that the foregoing provisions of determining whether this sentence shall not apply if the conditions to lending thereunder have been satisfiedholders of Senior Obligations waive any payment due upon any Change of Control. (dc) Notwithstanding anything to the contrary herein, the Administrative Agent Senior Subordinated Creditors shall not be required to deliver Stop Payment Notices to Transferees (as hereinafter defined) who have not complied with Section 6.1 hereof.