Common use of Debt Limitations Clause in Contracts

Debt Limitations. Notwithstanding any other provision of this Agreement to the contrary, if a payment of any amount to the Executive under this Agreement would, if made, be prohibited pursuant to any agreement to which the Company (as defined below) is or from time to time becomes a party, evidencing or governing indebtedness for borrowed money (each, a “Debt Agreement”), the Company shall identify to the Executive the part, if any, of the amount that the Company is permitted to pay in cash under the Debt Agreement (the “Permitted Cash Amount”). If any amount is payable under this Agreement in excess of the Permitted Cash Amount (the “Debt Covenant Shortfall”) on the applicable payment date, the Company shall pay the Permitted Cash Amount and shall pay the Debt Covenant Shortfall (in whole or in part) as rapidly as permitted by and in accordance with the terms of the Debt Agreement. The obligation to pay the Debt Covenant Shortfall shall constitute subordinated debt of the Company until paid. The Company shall use commercially reasonable efforts to obtain a waiver of any such prohibition as may be contained in any applicable Debt Agreement, but the Company shall not be obligated to post additional collateral or to accelerate or increase its debt payments to obtain such waiver.