Common use of Termination; Final Payment Clause in Contracts

Termination; Final Payment. This Agreement shall continue in full -------------------------- force and effect, and the obligations and agreements of Subordinating Creditors and Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been paid and satisfied in full in cash and such full payment and satisfaction shall be final and not avoidable. To the extent that Borrower makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under any bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereinafter referred to as a "Voided Payment"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from Lender, an Event of Default shall be deemed to have existed and to be continuing from the date of Lender's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Claims. To the extent that a Subordinating Creditor has received any payments with respect to any of the Subordinated Claims subsequent to the date of Lender's initial receipt of such Voided Payment, such Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of Lender and such Subordinating Creditor hereby agrees to pay to Lender, upon demand, the full amount so received by Subordinating Creditor during such period of time to the extent necessary to fully restore to Lender the amount of such Voided Payment.

Termination; Final Payment. This Agreement shall continue in full -------------------------- force and effect, and the obligations and agreements of Subordinating Creditors Subordinate Creditor and Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash cash, and such full payment and satisfaction all commitments of the Senior Creditor to Borrower under the Senior Credit Agreement shall be final and not avoidablehave expired or been terminated. To the extent that Borrower makes any payment on the Senior Debt or the Subordinated Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under any bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereinafter referred to as a "Voided Payment"), then to the extent of such Voided Payment, that portion of the Senior Debt or, as applicable, the Subordinated Debt that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from LenderSenior Creditor, an Event of Default (under and as defined in the Senior Loan Documents) shall be deemed to have existed and to be continuing from the date of LenderSenior Creditor's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to LenderSenior Creditor. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated ClaimsDebt. To the extent that a Subordinating Subordinate Creditor has received any payments with respect to any of the Subordinated Claims Debt subsequent to the date of LenderSenior Creditor's initial receipt of such Voided Payment, such Subordinating Subordinate Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of Lender Senior Creditor and such Subordinating Subordinate Creditor hereby agrees to pay to LenderSenior Creditor, upon demand, the full amount so received by Subordinating Subordinate Creditor during such period of time to the extent necessary to fully restore to Lender Senior Creditor the amount of such Voided Payment; provided, however, that Subordinate Creditor's obligations under this sentence shall become null and void after three hundred and sixty-five (365) days following the receipt of such amount (which 365-day period shall be tolled in the event of a court decree, order or injunction which operates to suspend or stay the running of such period) if, at the time of such receipt by Subordinate Creditor and during such period there is no pending action in any Proceeding seeking repayment from the Senior Creditor of an amount which could constitute a Voided Payment.