Common use of No Payments in Certain Circumstances Clause in Contracts

No Payments in Certain Circumstances. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. No payment on account of principal of, premium, if any, or interest (and Liquidated Damages, if any) on, or redemption or repurchase of, the Securities shall be made if, at the time of such payment: (i) a default in the payment of principal, premium, if any, or interest or other amounts due on any Senior Debt, including any default under any redemption or repurchase obligation, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative. Notwithstanding the foregoing, the Company may make, and the Trustee may receive and shall apply, any payment in respect of the Securities (for principal, premium, if any, or interest (and Liquidated Damages, if any) or repurchase) if such payment was made prior to the occurrence of any of the contingencies specified in clauses (i) and (ii) above. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this SECTION 12.2 unless and until (A) at least 365 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities (including missed payments, if any) upon the earlier of: (i) the date upon which the default is cured or waived, or (ii) in the case of a default referred to in clause (ii) of the second preceding paragraph, 179 days after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article otherwise prohibits the payment or distribution at the time of such payment or distribution.

No Payments in Certain Circumstances. PAYMENT OVER OF PROCEEDS UPON DISSOLUTIONPayment Over of Proceeds -------------------------------------------------------------- Upon Dissolution, ETCEtc. ---------------------- No payment on account of principal of, premium, if any, or interest (and Liquidated Damages, if any) on, or redemption or repurchase of, the Securities shall be made if, at if either of the time of such paymentfollowing occurs: (i) a default the Company defaults in the payment of its obligation to pay principal, premium, if any, or interest or other amounts due on any its Senior Debt, including any default under any redemption or repurchase obligation, and the default continues beyond any grace period that the Company may have to make those payments or (ii) any other default occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on any Designated Senior Debt occurs and is continuing that then (1) the default permits the holders of such the Designated Senior Debt to accelerate its maturity and (2) the Trustee receives has received a notice of the default (a "Payment Blockage Notice") from a Representativethe Company or any other Person permitted to give such notice pursuant to Sections 12.5 and 12.6 hereof. ------------- ---- Notwithstanding the foregoing, the Company may make, and the Trustee may receive and shall apply, any payment in respect of the Securities (for principal, premium, if any, or interest (and Liquidated Damagesinterest, if any) or repurchase) if such payment was made prior to the occurrence of any of the contingencies specified in clauses (i) and (ii) above. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this SECTION 12.2 Section unless and until (A) at least 365 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities (including missed payments, if any) upon the earlier of: (i) the date upon which the default is cured or waived, or (ii) in the case of a default referred to in clause (ii) of the second third preceding paragraph, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article otherwise prohibits the payment or distribution at the time of such payment or distribution.

No Payments in Certain Circumstances. PAYMENT OVER OF PROCEEDS UPON DISSOLUTIONPayment Over of Proceeds -------------------------------------------------------------- Upon Dissolution, ETCEtc. ---------------------- No payment on account of principal of, premium, if any, or interest (and Liquidated Damages, if any) on, or redemption or repurchase of, the Securities or any coupons appertaining thereto shall be made if, at the time of such paymentpayment or immediately after giving effect thereto: (i) a default in the payment of principal, premium, if any, or interest or other amounts due on any Senior Debt, including any default under any redemption or repurchase obligation, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a RepresentativePerson who may give it pursuant to Sections -------- 12.5 and 12.6 hereof. Notwithstanding the foregoing, the Company may make, and ---- ---- the Trustee may receive and shall apply, any payment in respect of the Securities (for principal, premium, if any, or interest (and Liquidated Damages, if any) or repurchase) if such payment was made prior to the occurrence of any of the contingencies specified in clauses (i) and (ii) above. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this SECTION 12.2 Section unless and until (A) at least 365 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities (including missed payments, if any) upon the earlier of: (i) the date upon which the default is cured or waived, or (ii) in the case of a default referred to in clause (ii) of the second preceding paragraph, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article otherwise prohibits the payment or distribution at the time of such payment or distribution.

No Payments in Certain Circumstances. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. No payment on account of principal of, premium, if any, or interest (and Liquidated Damages, if any) on, or redemption or repurchase of, the Securities shall be made if, at if either of the time of such paymentfollowing occurs: (i) a default the Company defaults in the payment of its obligation to pay principal, premium, if any, or interest or other amounts due on any its Senior Debt, including any default under any redemption or repurchase obligation, and the default continues beyond any grace period that the Company may have to make those payments or (ii) any other default occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on any Designated Senior Debt occurs and is continuing that then (1) the default permits the holders of such the Designated Senior Debt to accelerate its maturity and (2) the Trustee receives has received a notice of the default (a "Payment Blockage Notice") from a Representativethe Company or any other Person permitted to give such notice pursuant to SECTIONS 12.5 and 12.6 hereof. Notwithstanding the foregoing, the Company may make, and the Trustee may receive and shall apply, any payment in respect of the Securities (for principal, premium, if any, interest or interest (and Liquidated Damages, if any) , or repurchase) if such payment was made prior to the occurrence of any of the contingencies specified in clauses (i) and (ii) above. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this SECTION 12.2 Section unless and until (A) at least 365 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest and Liquidated Damages, if any, on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities (including missed payments, if any) upon the earlier of: (i) the date upon which the default is cured or waived, or (ii) in the case of a default referred to in clause (ii) of the second third preceding paragraph, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article otherwise prohibits the payment or distribution at the time of such payment or distribution.

No Payments in Certain Circumstances. PAYMENT OVER OF PROCEEDS UPON DISSOLUTIONPayment Over of ----------------------------------------------------- Proceeds Upon Dissolution, ETCEtc. ------------------------------ No payment on account of principal of, premium, if any, or interest (and Liquidated Damages, if any) on, or redemption or repurchase of, the Securities shall be made if, at the time of such payment: (ia) a default in the payment of principal, premium, if any, or interest or other amounts due on or in connection with any Senior Debt, including any default under any redemption or repurchase obligation, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt), unless and until such default shall have been cured or waived or shall have ceased to exist; or (iib) a default, other than a payment default, on Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the Company, a holder ----------------------- of Designated Senior Debt or a Representative. Notwithstanding the foregoing, the Company may make, and the Trustee may receive and shall apply, any payment in respect of the Securities (for principal, premium, if any, or interest (and Liquidated Damages, if any) or repurchase) if such payment was made prior to the occurrence of any of the contingencies specified in clauses (ia) and (iib) above. If the Trustee receives any Payment Blockage Notice pursuant to clause (iib) above, no subsequent Payment Blockage Notice shall be effective for purposes of this SECTION 12.2 Section 11.2 unless and until (A1) at least 365 days shall have elapsed ------------ since the effectiveness of the immediately prior Payment Blockage Notice, Notice and (B2) all scheduled payments of principal, premium, if any, interest and interest Liquidated Damages, if any, on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage NoticeNotice unless such existing nonpayment default has been cured for a period of at least 90 days. The Company may and shall resume payments on and distributions in respect of the Securities (including missed payments, if any) upon the earlier of: (iA) the date upon which the default is cured or waived, or (iiB) in the case of a default referred to in clause (iib) of the second preceding paragraph, 179 days after notice is received if the maturity of such Designated Senior Debt has not been acceleratedaccelerated such that such debt is then presently payable, unless this Article Indenture otherwise prohibits the payment or distribution at the time of such payment or distribution.

No Payments in Certain Circumstances. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. No direct or indirect payment (excluding any payment or distribution of Permitted Junior Debt) by or on account behalf of the Loan Parties of principal ofof or interest on the Loans, premiumwhether pursuant to the terms of the Obligations, if anyupon acceleration, or interest (and Liquidated Damagesotherwise, if any) on, or redemption or repurchase of, the Securities shall be made if, at the time of such payment: (i) , there exists a default in the payment of principalall or any portion of the obligations under the Senior Credit Agreement, premiumwhether at maturity, if any, or interest or other amounts due on any Senior Debt, including any default under any account of mandatory redemption or repurchase obligationprepayment, occurs acceleration or otherwise, and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt), unless and until such default shall not have been cured or waived or shall have ceased to exist; the benefits of this sentence waived by or (ii) a default, other than a payment default, on Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice behalf of the Senior Lenders. In addition, during the continuance of any non-payment event of default with respect to Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by Administrative Agent of written notice (a "“Payment Blockage Notice"”) from the Senior Lenders, then, unless and until such event of default has been cured or waived or has ceased to exist or the obligations under the Senior Credit Agreement have been discharged or repaid in full in cash or the benefits of these provisions have been waived by Senior Lenders, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Debt) shall be made by or on behalf of the Loan Parties of principal of or interest on the Obligations to such Lenders, during a Representativeperiod (a “Payment Blockage Period”) commencing on the date of receipt of such notice by Administrative Agent and ending 179 days thereafter. Notwithstanding the foregoing, the Company may make, and the Trustee may receive and shall apply, any payment in respect of the Securities (for principal, premium, if any, or interest (and Liquidated Damages, if any) or repurchase) if such payment was made prior anything herein to the occurrence of any of contrary, (x) in no event shall a Payment Blockage Period extend beyond 179 days from the contingencies specified in clauses (i) and (ii) above. If date the Trustee receives any Payment Blockage Notice pursuant to clause in respect thereof was given, (iiy) above, there shall be a period of at least 181 consecutive days in each 360-day period when no subsequent Payment Blockage Notice shall be effective for purposes of this SECTION 12.2 unless Period is in effect and until (Az) at least 365 days shall have elapsed since the effectiveness of the immediately prior not more than one Payment Blockage Notice, and (B) all scheduled payments Period may be commenced with respect to the Obligations during any period of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash360 consecutive days. No nonpayment event of default that existed or was continuing on the date of delivery commencement of any Payment Blockage Notice Period with respect to the Trustee shall Senior Indebtedness initiating such Payment Blockage Period (to the extent the Senior Lenders, or their Representative, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for a subsequent the commencement of any other Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect Period by the Senior Lenders or their Representative, whether or not within a period of the Securities (including missed payments360 consecutive days, if any) upon the earlier of: (i) the date upon which the unless such event of default is has been cured or waived, or (ii) in the case waived for a period of a default referred to in clause (ii) of the second preceding paragraph, 179 days after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article otherwise prohibits the payment or distribution at the time of such payment or distributionless than 90 consecutive days.

No Payments in Certain Circumstances. PAYMENT OVER OF PROCEEDS UPON DISSOLUTIONPayment Over of ----------------------------------------------------- Proceeds Upon Dissolution, ETCEtc. ------------------------------ No payment on account of principal of, premium, if any, or interest (and Liquidated Damages, if any) on, or redemption or repurchase of, the Securities shall be made if, at if either of the time of such paymentfollowing occurs: (i) a default the Company defaults in the payment of its obligation to pay principal, premium, if any (including the Make-Whole Payment, if any), or interest or other amounts due on any its Senior Debt, including any default under any redemption or repurchase obligation, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond any grace period that the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt)Company may have to make those payments, unless and until such default shall have been cured or waived waived, or shall have ceased to exist; , or (ii) a default, any other than a payment default, on Designated Senior Debt default occurs and is continuing that then on any Designated Senior Debt and (1) the default permits the holders of such the Designated Senior Debt to accelerate its maturity and (2) the Trustee receives has received a notice of the default (a "Payment Blockage Notice") from a Representativethe Company or any other Person permitted to give such notice pursuant to Sections 12.5 and 12.6 hereof. ------------- ---- Notwithstanding the foregoing, the Company may make, and the Trustee may receive and shall apply, any payment in respect of the Securities (for principal, premium, if any, or interest (and Liquidated Damagesinterest, if any) or repurchase) if such payment was made prior to the occurrence of any of the contingencies specified in clauses (i) and (ii) above. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this SECTION 12.2 Section unless and until (A) at least 365 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any (including the Make-Whole Payment, if any), and interest on the Securities that have come due have been paid in full in cashfull. No nonpayment default default, other than a payment default, that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities (including missed payments, if any) upon the earlier of: (i) the date upon which the default is cured or waived, or (ii) in the case of a default referred to in clause (ii) of the second third preceding paragraph, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article otherwise prohibits the payment or distribution at the time of such payment or distribution.

No Payments in Certain Circumstances. PAYMENT OVER OF PROCEEDS UPON DISSOLUTIONPayment Over of Proceeds -------------------------------------------------------------- Upon Dissolution, ETCEtc. ---------------------- No payment on account of principal of, premium, if any, or interest (and Liquidated Damages, if any) on, or redemption or repurchase of, the Securities or any coupons appertaining thereto shall be made if, at the time of such paymentpayment or immediately after giving effect thereto: (i) a default in the payment of principal, premium, if any, or interest or other amounts due on any Senior Debt, including any default under any redemption or repurchase obligation, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than a payment default, on Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a RepresentativePerson who may give it pursuant to Sections 12.5 and 12.6 hereof. ------------- ---- Notwithstanding the foregoing, the Company may make, and the Trustee may receive and shall apply, any payment in respect of the Securities (for principal, premium, if any, or interest (and Liquidated Damages, if any) or repurchase) if such payment was made prior to the occurrence of any of the contingencies specified in clauses (i) and (ii) above. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this SECTION 12.2 Section unless and until (A) at least 365 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities (including missed payments, if any) upon the earlier of: (i) the date upon which the default is cured or waived, or (ii) in the case of a default referred to in clause (ii) of the second preceding paragraph, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article otherwise prohibits the payment or distribution at the time of such payment or distribution.