Common use of Deferral Option Clause in Contracts

Deferral Option. During the Waiver Period, so long as no Default or Event of Default shall have occurred and be continuing, from time to time, the Borrower shall have the option (the "Deferral Option"), by notice to the Administrative Agent given at least ten (10) Business Days prior to the date such payment otherwise would be due, to defer to April 1, 2016 payment of one or more installments of the Term Loan Repayment Amounts that, absent the exercise of such Deferral Option, would become due during the Waiver Period (the aggregate of such deferred installments outstanding from time to time, the "Deferred Option Principal"), up to an aggregate principal amount equal to the aggregate amount received by the Borrower as paid in Mandatory Equity and net proceeds received by the Borrower from the exercise of the Warrants; provided that from the date the Deferred Option Principal would have been due hereunder had the Borrower not exercised the relevant Deferral Option each of the following are complied with: (1) the Applicable Margin for all amounts outstanding under the Credit Agreement is increased as set forth in the last sentence of the definition of Applicable Margin as long as any Deferred Option Principal is outstanding, (2) one hundred percent (100%) of New Equity and Cash Sweep proceeds, shall be applied to prepayment of Deferred Option Principal amounts as long as any Deferred Option Principal is outstanding, and (3) no Default or Event of Default shall have occurred and be continuing, the Borrower is in compliance with all financial covenants under Section 5.04 of the Credit Agreement, and the Borrower shall have represented and warranted the same, provided, further, that no Deferral Option may be declared, unless and until the Borrower shall have delivered to the Administrative Agent, the Deferral Notice substantially in the form attached to the Credit Agreement Amendment as Exhibit A, in form and substance reasonably satisfactory to the Administrative Agent setting forth the calculations and other relevant evidence of the Borrower's inability to pay the Term Loan Repayment Amounts in respect of which the Deferral Option is being sought. No Deferral Option may be declared later than ten (10) Business Days prior to the end of the Waiver Period. Nordea Senior Secured Credit Facility Amendment No. 1

Deferral Option. During (a) SAFECO agrees that Executive may elect to defer all or a portion of the Waiver Periodpayments that are to be made to Executive under paragraph 5(b) hereof. Executive may exercise such election by delivering to the President and Secretary of SAFECO Corporation a written notice of election prior to the occurrence of any Change in Control of SAFECO Corporation, so long which notice shall state the portion of the payments under paragraph 5(b) that is to be deferred (expressed as no Default a dollar amount or Event of Default shall have occurred and be continuing, from time to time, as a percentage ("the Borrower shall have the option (the "Deferral OptionDeferred Benefit"), by notice to the Administrative Agent given at least ten (10) Business Days prior to the date such payment otherwise would be due, to defer to April 1, 2016 the payment of one or more installments of the Term Loan Repayment Amounts that, absent Deferred Benefit shall commence ("the exercise of such Deferral Option, would become due during the Waiver Period (the aggregate of such deferred installments outstanding from time to time, the "Deferred Option PrincipalBenefit Commencement Date"), up and the number of equal consecutive monthly installments (not to exceed 120) that the Deferred Benefit is to be paid in. In no event shall the Deferred Benefit Commencement Date be subsequent to the first day of January of the year immediately following the Executive's sixty-fifth (65th) birthday. In the event such an aggregate principal election is made: (i) The amount that would have otherwise been paid under the provisions of paragraph 5(b) hereof shall be reduced by an amount equal to the aggregate amount received by Deferred Benefit. (ii) The Deferred Benefit, together with simple interest calculated at an annual rate of ten percent (10%) on the Borrower as paid in Mandatory Equity and net proceeds received by the Borrower from the exercise unpaid balance of the Warrants; provided that Deferred Benefit from the date that payment of the Deferred Option Principal Benefit would have otherwise been made under the provisions of paragraph 5(b) hereof, shall be paid in the number of equal consecutive monthly installments selected by Executive, with the first such installment being made on the Deferred Benefit Commencement Date and a subsequent payment being made on the first day of each month thereafter. (b) The parties agree that the following provisions shall apply with respect to payment of the Deferred Benefit to the Executive under the provisions hereof: (i) If Executive dies prior to receiving the full amount of the Deferred Benefit that he is entitled to receive hereunder, SAFECO shall continue to pay the Deferred Benefit to the estate of Executive in the same manner as the Deferred Benefit would have been due hereunder paid to Executive if he had not died. (ii) It is understood by the Borrower parties that the Deferred Benefit shall in no event be set aside or deposited to a separate account or fund, and that the rights of Executive to the deferred Benefit shall not exercised be greater than the relevant Deferral Option each rights of any other general, unsecured creditor of SAFECO. (iii) Executive, his spouse, and any other person or entity claiming through or under Executive shall not have any power or authority to commute, encumber, or dispose of any right to receive payment of the following Deferred Benefit, all of which payments are complied with: (1) expressly declared to be non-assignable. In the Applicable Margin for all amounts outstanding under the Credit Agreement is increased as set forth in the last sentence event of the definition of Applicable Margin as long as any Deferred Option Principal is outstandingattempt at assignment or other disposition, (2) one hundred percent (100%) of New Equity and Cash Sweep proceeds, shall be applied to prepayment of Deferred Option Principal amounts as long as any Deferred Option Principal is outstanding, and (3) no Default or Event of Default SAFECO shall have occurred and be continuing, the Borrower is in compliance with all financial covenants under Section 5.04 of the Credit Agreement, and the Borrower shall have represented and warranted the same, provided, further, that no Deferral Option may be declared, unless and until the Borrower shall have delivered to the Administrative Agent, the Deferral Notice substantially in the form attached to the Credit Agreement Amendment as Exhibit A, in form and substance reasonably satisfactory to the Administrative Agent setting forth the calculations and other relevant evidence of the Borrower's inability further liability to pay the Term Loan Repayment Amounts Deferred Benefit. The Deferred Benefit provided for in respect this Agreement shall not be subject to seizure for the payment of which any debts, judgments, alimony, separate maintenance or child support, or be reached or transferred by operation of law, or in the Deferral Option is being sought. No Deferral Option may be declared later than ten event of bankruptcy, insolvency or otherwise. (10iv) Business Days prior SAFECO shall have no right to offset the end payment of any portion of the Waiver Period. Nordea Senior Secured Credit Facility Amendment No. 1Deferred Benefit against any amounts that the Executive owes or may owe SAFECO.