Common use of Issue of Senior Parent Payment Stop Notice Clause in Contracts

Issue of Senior Parent Payment Stop Notice. (a) Until the Senior Discharge Date, except with the Required Senior Consent, and until the Permitted Second Lien Financing Discharge Date, except with the Required Second Lien Consent, no Senior Parent Debt Issuer which is a member of the Group shall make (and the Parent shall procure that no other member of the Group will make), and no Senior Parent Finance Party may receive from any member of the Group, any Permitted Senior Parent Payment (other than Senior Parent Notes Trustee Amounts and except as provided in paragraphs (a)(ii) to (x), in each case, of Clause 6.2 (Permitted Senior Parent Payments)) if: (i) a Senior Payment Default or a Second Lien Payment Default is continuing; or (ii) a Senior Event of Default (other than a Senior Payment Default) or a Permitted Second Lien Financing Event of Default (other than a Second Lien Payment Default) is continuing, from the date which is one Business Day after the date on which any Senior Agent delivers a notice (a "Senior Parent Payment Stop Notice") specifying the event or circumstance in relation to that A44420063 Senior Event of Default to the Parent, the Security Agent and the Senior Parent Agents until the earliest of: (A) the date falling 179 days after delivery of that Senior Parent Payment Stop Notice; (B) in relation to payments of Senior Parent Liabilities, if a Senior Parent Standstill Period is in effect at any time after delivery of that Senior Parent Payment Stop Notice, the date on which that Senior Parent Standstill Period expires; (C) the date on which the relevant Senior Event of Default or Permitted Second Lien Financing Event of Default has been remedied or waived in accordance with the applicable Senior Financing Agreement; (D) the date on which the Senior Agent which delivered the relevant Senior Parent Payment Stop Notice delivers a notice to the Parent, the Security Agent and the Senior Parent Agents cancelling the Senior Parent Payment Stop Notice; (E) the First/Second Lien Discharge Date; and (F) the date on which the Security Agent or a Senior Parent Agent takes Enforcement Action permitted under this Agreement against a Debtor. (b) Unless each of the Senior Parent Agents waives this requirement: (i) a new Senior Parent Payment Stop Notice may not be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Senior Parent Payment Stop Notice; and (ii) no Senior Parent Payment Stop Notice may be delivered by a Senior Agent in reliance on a Senior Event of Default more than 45 days after the date that Senior Agent received notice of that Senior Event of Default or Permitted Second Lien Financing Event of Default (as applicable). (c) The Senior Agents may only serve one Senior Parent Payment Stop Notice with respect to the same event or set of circumstances. Subject to paragraph (b) above, this shall not affect the right of the Agents to issue a Senior Parent Payment Stop Notice in respect of any other event or set of circumstances. (d) No Senior Parent Payment Stop Notice may be served by an Agent in respect of a Senior Event of Default which had been notified to the Agents at the time at which an earlier Senior Parent Payment Stop Notice was issued. (e) For the avoidance of doubt, this Clause 6.3: (i) acts as a suspension of payment and not as a waiver of the right to receive payment on the date such payments are due; (ii) will not prevent the accrual or capitalisation of interest (including default interest) in accordance with the Senior Parent Finance Documents; and (iii) will not prevent the payment of any Senior Parent Notes Trustee Amounts or other amounts funded directly or indirectly with amounts which have not been received by the relevant Senior Parent Debt Issuer from another member of the Group. A44420063

Issue of Senior Parent Payment Stop Notice. (a) Until the Senior Discharge Date, except with the Required Senior Consent, and until the Permitted Second Lien Financing Discharge Date, except with the Required Second Lien Consent, no Senior Parent Debt Issuer which is a member of the Group shall make (and the Parent shall procure that no other member of the Group will make), and no Senior Parent Finance Party may receive from any member of the Group, any Permitted Senior Parent Payment (other than Senior Parent Notes Trustee Amounts and except as provided in paragraphs (a)(ii) to (x), in each case, of Clause 6.2 (Permitted Senior Parent Payments)) if: (i) a Senior Payment Default or a Second Lien Payment Default is continuing; or (ii) a Senior Event of Default (other than a Senior Payment Default) or a Permitted Second Lien Financing Event of Default (other than a Second Lien Payment Default) is continuing, from the date which is one Business Day after the date on which any Senior Agent delivers a notice (a "“Senior Parent Payment Stop Notice"”) specifying the event or circumstance in relation to that A44420063 Senior Event of Default to the Parent, the Security Agent and the Senior Parent Agents until the earliest of: (A) the date falling 179 days after delivery of that Senior Parent Payment Stop Notice; (B) in relation to payments of Senior Parent Liabilities, if a Senior Parent Standstill Period is in effect at any time after delivery of that Senior Parent Payment Stop Notice, the date on which that Senior Parent Standstill Period expires; (C) the date on which the relevant Senior Event of Default or Permitted Second Lien Financing Event of Default has been remedied or waived in accordance with the applicable Senior Financing Agreement; (D) the date on which the Senior Agent which delivered the relevant Senior Parent Payment Stop Notice delivers a notice to the Parent, the Security Agent and the Senior Parent Agents cancelling the Senior Parent Payment Stop Notice; (E) the First/Second Lien Discharge Date; and (F) the date on which the Security Agent or a Senior Parent Agent takes Enforcement Action permitted under this Agreement against a Debtor. (b) Unless each of the Senior Parent Agents waives this requirement: (i) a new Senior Parent Payment Stop Notice may not be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Senior Parent Payment Stop Notice; and (ii) no Senior Parent Payment Stop Notice may be delivered by a Senior Agent in reliance on a Senior Event of Default more than 45 days after the date that Senior Agent received notice of that Senior Event of Default or Permitted Second Lien Financing Event of Default (as applicable)Default. (c) The Senior Agents may only serve one Senior Parent Payment Stop Notice with respect to the same event or set of circumstances. Subject to paragraph (b) above, this shall not affect the right of the Agents to issue a Senior Parent Payment Stop Notice in respect of any other event or set of circumstances. (d) No Senior Parent Payment Stop Notice may be served by an Agent in respect of a Senior Event of Default which had been notified to the Agents at the time at which an earlier Senior Parent Payment Stop Notice was issued. (e) For the avoidance of doubt, this Clause 6.3: (i) acts as a suspension of payment and not as a waiver of the right to receive payment on the date such payments are due; (ii) will not prevent the accrual or capitalisation of interest (including default interest) in accordance with the Senior Parent Finance Documents; and (iii) will not prevent the payment of any Senior Parent Notes Trustee Amounts or other amounts funded directly or indirectly with amounts which have not been received by the relevant Senior Parent Debt Issuer from another member of the Group. A44420063.

Issue of Senior Parent Payment Stop Notice. (a) Until the Senior Discharge Date, Date (except with the Required Senior Consent, ) and until the Permitted Second Lien Financing Discharge Date, Date (except with the Required Second Lien Consent), no Senior Parent Debt Issuer which is a member of the Group shall make (and the Parent shall procure that no other member of the Group will make), and no Senior Parent Finance Party may receive from any member of the Group, any Permitted Senior Parent Payment (other than than, for the avoidance of doubt, a roll-up or capitalisation of any amount and Senior Parent Notes Trustee Amounts and except as provided in paragraphs (a)(ii) to (x), in each case, a)(viii) of Clause 6.2 (Permitted Senior Parent Payments)) if: (i) a Senior Payment Default or and/or a Second Lien Payment Default is continuing; or (ii) a Senior Event of Default (other than a Senior Payment Default) or a Permitted Second Lien Financing Event of Default (other than a Second Lien Payment Default) is continuing, from the date which is one Business Day after the date on which any Senior Agent and/or any Permitted Second Lien Creditor Representative delivers a notice (a "“Senior Parent Payment Stop Notice"”) specifying the event or circumstance in relation to that A44420063 Senior Event of Default or Permitted Second Financing Event of Default to the Parent, the Security Agent and the Senior Parent Agents until the earliest of: (A) the date falling 179 days after delivery of that Senior Parent Payment Stop Notice; (B) in relation to payments of Senior Parent Liabilities, if a Senior Parent Standstill Period is in effect at any time after delivery of that Senior Parent Payment Stop Notice, the date on which that Senior Parent Standstill Period expires; (C) the date on which the relevant Senior Event of Default or and/or Permitted Second Lien Financing Event of Default has been remedied or waived in accordance with the applicable Senior Debt Document or Permitted Second Lien Financing AgreementDocument; (D) the date on which the Senior Agent or Permitted Second Lien Creditor Representative which delivered the relevant Senior Parent Payment Stop Notice delivers a notice to the Parent, the Security Agent and the Senior Parent other Agents cancelling the Senior Parent Payment Stop Notice; (E) the First/Second Lien Primary Discharge Date; and (F) the date on which the Security Agent or a Senior Parent Agent takes Enforcement Action permitted under this Agreement against a Debtor. (b) Unless each of the Senior Parent Agents waives this requirement: (i) a new Senior Parent Payment Stop Notice may not be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Senior Parent Payment Stop Notice; and (ii) no Senior Parent Payment Stop Notice may be delivered by a Senior Agent or a Permitted Second Lien Creditor Representative in reliance on a Senior Event of Default or a Permitted Second Lien Financing Event of Default more than 45 days after the date that Senior Agent or Permitted Second Lien Creditor Representative received notice of that Senior Event of Default or Permitted Second Lien Financing Event of Default (as applicable)Default. (c) The Senior Agents and the Permitted Second Lien Creditor Representative may only serve one Senior Parent Payment Stop Notice with respect to the same event or set of circumstances. Subject to paragraph (b) above, this shall not affect the right of the Senior Agents and/or the Permitted Second Lien Creditor Representative to issue a Senior Parent Payment Stop Notice in respect of any other event or set of circumstances. (d) No Senior Parent Payment Stop Notice may be served by an Agent in respect of a Senior Event of Default or a Permitted Second Lien Financing Event of Default which had been notified to the Agents at the time at which an earlier Senior Parent Payment Stop Notice was issued. (e) For the avoidance of doubt, this Clause 6.3: (i) acts as a suspension of payment and not as a waiver of the right to receive payment on the date such payments are due; (ii) will not prevent the accrual or capitalisation of interest (including default interest) in accordance with the Senior Parent Finance Documents; and (iii) will not prevent the payment of any Senior Parent Notes Trustee Amounts or other amounts funded directly or indirectly with amounts which have not been received by the relevant Senior Parent Debt Issuer from another member of the Group. A44420063.

Issue of Senior Parent Payment Stop Notice. (a) Until the Senior Discharge Date, except with the Required Senior Consent, and until the Permitted Second Lien Financing Discharge Date, except with the Required Second Lien Consent, no Senior Parent Debt Issuer which is a member of the Group shall make (and the Parent shall procure that no other member of the Group will make), and no Senior Parent Finance Party may receive from any member of the Group, any Permitted Senior Parent Payment (other than than, for the avoidance of doubt, a roll-up or capitalisation of any amount and Senior Parent Notes Trustee Amounts and except as provided in paragraphs (a)(ii) to (x), in each case, a)(vi) of Clause 6.2 (Permitted Senior Parent Payments)) if: (i) a Senior Payment Default or and/or a Second Lien Payment Default is continuing; or (ii) a Senior Event of Default (other than a Senior Payment Default) or a Permitted Second Lien Financing Event of Default (other than and/or a Second Lien Payment Default) is continuing, from the date which is one Business Day after the date on which any Senior Agent delivers a notice (a "“Senior Parent Payment Stop Notice"”) specifying the event or circumstance in relation to that A44420063 Senior Event of Default to the Parent, the Security Agent and the Senior Parent Agents until the earliest of: (A) the date falling 179 days after delivery of that Senior Parent Payment Stop Notice; (B) in relation to payments of Senior Parent Liabilities, if a Senior Parent Standstill Period is in effect at any time after delivery of that Senior Parent Payment Stop Notice, the date on which that Senior Parent Standstill Period expires; (C) the date on which the relevant Senior Event of Default or Permitted Second Lien Financing Event of Default has been remedied or waived in accordance with the applicable Senior Financing Agreement; (D) the date on which the Senior Agent which delivered the relevant Senior Parent Payment Stop Notice delivers a notice to the Parent, the Security Agent and the Senior Parent Agents cancelling the Senior Parent Payment Stop Notice; (E) the First/Second Lien Discharge Date; and (F) the date on which the Security Agent or a Senior Parent Agent takes Enforcement Action permitted under this Agreement against a Debtor. (b) Unless each of the Senior Parent Agents waives this requirement: (i) a new Senior Parent Payment Stop Notice may not be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Senior Parent Payment Stop Notice; and (ii) no Senior Parent Payment Stop Notice may be delivered by a Senior Agent in reliance on a Senior Event of Default more than 45 days after the date that Senior Agent received notice of that Senior Event of Default or Permitted Second Lien Financing Event of Default (as applicable)Default. (c) The Senior Agents may only serve one Senior Parent Payment Stop Notice with respect to the same event or set of circumstances. Subject to paragraph (b) above, this shall not affect the right of the Agents to issue a Senior Parent Payment Stop Notice in respect of any other event or set of circumstances. (d) No Senior Parent Payment Stop Notice may be served by an Agent in respect of a Senior Event of Default which had been notified to the Agents at the time at which an earlier Senior Parent Payment Stop Notice was issued. (e) For the avoidance of doubt, this Clause 6.3: (i) acts as a suspension of payment and not as a waiver of the right to receive payment on the date such payments are due; (ii) will not prevent the accrual or capitalisation of interest (including default interest) in accordance with the Senior Parent Finance Documents; and (iii) will not prevent the payment of any Senior Parent Notes Trustee Amounts or other amounts funded directly or indirectly with amounts which have not been received by the relevant Senior Parent Debt Issuer from another member of the Group. A44420063.