Common use of Non-Payment Default Clause in Contracts

Non-Payment Default. Except under circumstances when the terms of Section 1.2 of this Annex II or Section 1.5 of this Annex II are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Lenders or the Term Administrative Agent or other representative shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given within the 360 day period immediately preceding the giving of such Non-Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary may make, and no Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 of this Annex II, the provisions of this Section 1.3 shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower or any Restricted Subsidiary shall make any payment or distribution to any Term Lender prohibited by the foregoing provisions of this Section 1.3, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are paid in full in cash. Any Non-Payment Default Notice shall be deemed received by the Term Lenders upon the date of actual receipt by the Term Lenders or the Term Administrative Agent or other representative of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when the terms of Section 1.2 2.02 or Section 2.05 of this Annex II or Section 1.5 of this Annex II Agreement are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Subordinated Lenders or the Term Administrative Agent or other representative Subordinated Indebtedness Representative shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given within the 360 360-day period immediately preceding the giving of such Non-Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary may make, and no Term Subordinated Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Subordinated Notes as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 2.12 of this Annex IIAgreement, the provisions of this Section 1.3 2.03 shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term Subordinated Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower or any Restricted Subsidiary shall make any payment or distribution to any Term Subordinated Lender prohibited by the foregoing provisions of this Section 1.32.03, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are is paid in full in cash. Any Non-Payment Default Notice shall be deemed received by the Term Subordinated Lenders upon the date of actual receipt by the Term Subordinated Lenders or the Term Administrative Agent or other representative Subordinated Indebtedness Representative of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when the terms of Section 1.2 of this Annex II I or Section 1.5 of this Annex II I are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Lenders or the Term Administrative Agent or other representative shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given within the 360 day period immediately preceding the giving of such Non-Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary Company may make, and no Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary Company on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 of this Annex III, the provisions of this Section 1.3 shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower or any Restricted Subsidiary Company shall make any payment or distribution to any Term Lender prohibited by the foregoing provisions of this Section 1.3, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are is paid in full in cash. Any Non-Payment Default Notice shall be deemed received by the Term Lenders upon the date of actual receipt by the Term Lenders or the Term Administrative Agent or other representative of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when the terms of Section 1.2 2.01 or Section 2.05 of this Annex II or Section 1.5 of this Annex II Agreement are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Lenders or the Term Subordinated Administrative Agent or other representative shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given within the 360 360-day period immediately preceding the giving of such Non-Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary Guarantor may make, and no Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of that portion of the Subordinated Obligations that constitutes principal under the Term Loan Agreement during the Non-Payment Blockage Period; provided, however, that in the case of Period If any Scheduled Payment on or in respect of any Subordinated Obligation portion thereof that would (in the absence of any such Non-Payment Default Notice) have been due and payable is not timely made on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 of this Annex IIamended, then the provisions of this Section 1.3 2.03 shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower or any Restricted Subsidiary shall make any payment or distribution to any Term Lender prohibited by the foregoing provisions of this Section 1.32.03, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are is paid in full in cash. Any Non-Non- Payment Default Notice shall be deemed received by the Term Lenders upon the date of actual receipt by the Term Lenders or the Term Subordinated Administrative Agent or other representative of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when the terms of Section 1.2 2.01, Section 2.02 or Section 2.05 of this Annex II or Section 1.5 of this Annex II Agreement are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Lenders or the Term Subordinated Administrative Agent or other representative shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given within the 360 360-day period immediately preceding the giving of such Non-Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary may make, and no Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 2.12 of this Annex IIAgreement, the provisions of this Section 1.3 2.03 shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower or any Restricted Subsidiary shall make any payment or distribution to any Term Lender prohibited by the foregoing provisions of this Section 1.32.03, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are is paid in full in cash. Any Non-Payment Default Notice shall be deemed received by the Term Lenders upon the date of actual receipt by the Term Lenders or the Term Subordinated Administrative Agent or other representative of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when the terms of Section 1.2 of this Annex II 2.2 or Section 1.5 of this Annex II 2.5 are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Lenders or the Term Administrative Noteholder Collateral Agent or other representative shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given received within the 360 365-day period immediately preceding the giving receipt of such Non-Payment Default Notice, then neither the Borrower Company nor any Restricted Subsidiary may make, and no Term Lender Noteholder shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Propertyproperty, by setoffsetoff or otherwise, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower Company or any Restricted Subsidiary on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes Note Agreement as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 of this Annex II2.12, the provisions of this Section 1.3 2.3 shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term NPA Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period; and provided, further, that Non-Payment Blockage Periods shall not be in effect for more than 180 days during any period of 365 consecutive days. In the event that, notwithstanding the foregoing, the Borrower Company or any Restricted Subsidiary shall make any payment or distribution to any Term Lender Noteholder prohibited by the foregoing provisions of this Section 1.32.3, then and in such event such payment or distribution shall be held in trust for the benefit of of, and immediately shall be paid over to to, the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are is paid in full in cash. Any Non-Payment Default Notice shall be deemed received by the Term Lenders Noteholder Collateral Agent upon the date of actual receipt by the Term Lenders or the Term Administrative Agent or other representative it of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when the terms of Section 1.2 of this Annex II 6(b) or Section 1.5 of this Annex II 6(d) are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Lenders Holders or the Term Administrative Agent or other representative shall have received a Non-Payment Default Notice, and (c) no Non-Non- Payment Default Notice shall have been given within the 360 360-day period immediately preceding the giving of such Non-Payment Default Notice, then neither the Borrower Company nor any Restricted Subsidiary may make, and no Term Lender Holder shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower Company or any Restricted Subsidiary on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 of this Annex II6(k), the provisions of this Section 1.3 6(c) shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower Company or any Restricted Subsidiary shall make any payment or distribution to any Term Lender Holder prohibited by the foregoing provisions of this Section 1.36(c), then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are paid in full in cash. Any Non-Payment Default Notice shall be deemed received by the Term Lenders Holders upon the date of actual receipt by the Term Lenders Holders or the Term Administrative Agent or other representative of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when the terms of Section 1.2 2.02 or Section 2.05 of this Annex II or Section 1.5 of this Annex II Agreement are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Lenders or the Term Subordinated Administrative Agent or other representative shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given within the 360 360-day period immediately preceding the giving of such Non-Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary may make, and no Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of that portion of the Subordinated Obligations that constitutes principal under the Subordinated Term Documents during the Non-Payment Blockage Period; providedPeriod (for the avoidance of doubt, however, that except as set forth in the case next sentence, the Borrower may pay, and the Term Lenders may receive and retain, scheduled interest payments, fees and reimbursable expenses notwithstanding the commencement of any Scheduled a Non-Payment on or in respect Blockage Period). Notwithstanding the preceding sentence, if a Non-Payment Default arises as a result of any Subordinated Obligation that would (in a Borrowing Base Deficiency, then during the absence 90 days immediately following the occurrence of any such Non-Payment Default Notice) have been due and payable Default, no Scheduled Term Payments of any kind may be made by the Borrower or received by the Term Lenders. If any Scheduled Term Payment or portion thereof that is not timely made on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 of this Annex IIamended, then the provisions of this Section 1.3 2.03 shall not prevent the making and acceptance of such Scheduled Term Payment, together with any additional default interest as is due on the Term Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower or any Restricted Subsidiary shall make any payment or distribution to any Term Lender prohibited by the foregoing provisions of this Section 1.32.03, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are is paid in full in cash. Any Non-Payment Default Notice shall be deemed received by the Term Lenders upon the date of actual receipt by the Term Lenders or the Term Subordinated Administrative Agent or other representative of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when the terms of this Section 1.2 6 or Section 9 of this Annex II or Section 1.5 of this Annex II Agreement are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Second Lien Lenders or the Term Second Lien Administrative Agent or other representative designated pursuant to Section 16 hereof shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given within the 360 day period immediately preceding the giving of such Non-Payment Default Notice, then neither of the Borrower Borrowers nor any Restricted Subsidiary may make, and no Term Second Lien Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of either of the Borrower Borrowers or any Restricted Subsidiary on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes Second Lien Loan Documents as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 15 of this Annex IIAgreement, the provisions of this Section 1.3 7 shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term Second Lien Notes, if any, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, either of the Borrower Borrowers or any Restricted Subsidiary shall make any payment or distribution to any Term Second Lien Lender prohibited by the foregoing provisions of this Section 1.37, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative Collateral Agent for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are paid in full in cashpursuant to Section 5 of this Agreement. Any Non-Payment Default Notice shall be deemed received by the Term Second Lien Lenders upon the date of actual receipt by the Term Second Lien Lenders or the Term Second Lien Administrative Agent or other representative of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when During the terms continuance of Section 1.2 any default on or in respect of this Annex II or Section 1.5 Senior Indebtedness (other than a Payment Default) that entitles the holders of this Annex II are applicablesuch Senior Indebtedness to accelerate the maturity of the Obligations (as defined in the Credit Agreement and Tranche C Credit Agreement, if respectively) outstanding thereunder (a) a “Non-Payment Default Default”), no direct or indirect payment of any kind shall have occurred be accepted, received or retained with respect to principal, interest or other amounts due under the Senior Subordinated Indebtedness from the Subsidiary Guarantors with respect to any Guarantee Obligations for a period (the “Blockage Period”) beginning on the date on which written notice of such default (a “Blockage Notice”) is given to the Subsidiary Guarantors, as the case may be, by the holders of Senior Indebtedness and be continuing, ending on the earlier of (bx) 179 days after delivery of such Blockage Notice or (y) the Term Lenders or the Term Administrative Agent or other representative shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given within the 360 day period immediately preceding the giving of date on which such Non-Payment Default Noticeis cured or waived, then neither after which period the Borrower nor Subsidiary Guarantors each shall be entitled to make all past-due payments and shall resume all other required payments under the Senior Subordinated Indebtedness, including any Restricted Subsidiary may make, and no Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period payments omitted pursuant to this Article X; provided that (i) no event which, with the terms giving of the Term Notes as in effect notice and/or lapse of time, would become an Event of Default which existed on the date hereof of the commencement of a Blockage Period may be used as the basis for any subsequent Blockage Notice unless such event shall, in the interim, have been cured or as amended consistent with waived for a period of not less than 90 consecutive days and (ii) only one Blockage Notice may be given within any 360-day period. The Subsidiary Guarantors each agree to deliver copies of all Blockage Notices to the requirements Administrative Agent immediately upon receipt, although the failure of Section 1.12 of this Annex II, the provisions of this Section 1.3 Subsidiary Guarantors to do so shall not prevent affect the making and acceptance rights of such Scheduled Payment, together with any additional default interest as is due on the Term Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower or any Restricted Subsidiary shall make any payment or distribution to any Term Lender prohibited by the foregoing provisions of this Section 1.3, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are paid in full in cash. Any Non-Payment Default Notice shall be deemed received by the Term Lenders upon the date of actual receipt by the Term Lenders or the Term Administrative Agent or other representative of such Non-Payment Default Notice in writing.under this Article X.

Non-Payment Default. Except under circumstances when the terms of Section 1.2 14.02 or Section 14.05 of this Annex II or Section 1.5 of this Annex II Agreement are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Lenders or the Term Subordinated Administrative Agent or other representative shall have received been furnished a Non-Payment Default Notice, Notice and (c) no Non-Payment Default Notice shall have been given within the 360 day period immediately preceding the giving of such Non-Payment Default Notice, then neither the Borrower Borrowers nor any Restricted Subsidiary may make, and no Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower Borrowers or any Restricted Subsidiary on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 of this Annex IIAgreement, the provisions of this Section 1.3 14.03 shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower Borrowers or any Restricted Subsidiary shall make any payment or distribution to any Term Lender prohibited by the foregoing provisions of this Section 1.314.03, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are is paid in full in cash. Any Non-Payment Default Notice shall be deemed received by the Term Lenders upon the date of actual receipt by the Term Lenders or the Term Administrative Agent or other representative of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when the terms of Section 1.2 of this Annex II or Section 1.5 of this Annex II are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Lenders or the Term Administrative Agent or other representative shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given within the 360 day period immediately preceding the giving of such Non-Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary may make, and no Term Lender shall accept, receive or collect, any direct or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 of this Annex II, the provisions of this Section 1.3 shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term Notes, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower or any Restricted Subsidiary shall make any payment or distribution to any Term Lender prohibited by the foregoing provisions of this Section 1.3, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are paid in full in cash. Any Non-Payment Default Notice shall be deemed received by the Term Lenders upon the date of actual receipt by the Term Lenders or the Term Administrative Agent or other representative of such Non-Payment Default Notice in writing.

Non-Payment Default. Except under circumstances when the terms of Section 1.2 of this Annex II or Section 1.5 of this Annex II are applicable, if (a) a Non-Payment Default shall have occurred and be continuing, (b) the Term Lenders or the Term Administrative Agent or other representative shall have received a Non-Payment Default Notice, and (c) no Non-Payment Default Notice shall have been given within the 360 day period immediately preceding the giving of such Non-Payment Default Notice, then neither the Borrower nor any Restricted Subsidiary may make, and no Term Lender shall accept, receive or collect, any direct Annex II-1 or indirect payment or distribution of any kind or character (in cash, securities, other Property, by setoff, or otherwise other than Reorganization Securities) of any properties or assets of the Borrower or any Restricted Subsidiary on account of the Subordinated Obligations during the Non-Payment Blockage Period; provided, however, that in the case of any Scheduled Payment on or in respect of any Subordinated Obligation that would (in the absence of any such Non-Payment Default Notice) have been due and payable on any Scheduled Payment Date during such Non-Payment Blockage Period pursuant to the terms of the Term Notes Loan Documents as in effect on the date hereof or as amended consistent with the requirements of Section 1.12 of this Annex II, the provisions of this Section 1.3 shall not prevent the making and acceptance of such Scheduled Payment, together with any additional default interest as is due on the Term Notes, if any, on or after the date immediately following the termination of such Non-Payment Blockage Period. In the event that, notwithstanding the foregoing, the Borrower or any Restricted Subsidiary shall make any payment or distribution to any Term Lender prohibited by the foregoing provisions of this Section 1.3, then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the holders of the Senior Indebtedness or the Senior Indebtedness Representative for application against the Senior Indebtedness remaining unpaid until such Senior Indebtedness are paid in full in cashcash and all letters of credit are fully cash collateralized. Any Non-Payment Default Notice shall be deemed received by the Term Lenders upon the date of actual receipt by the Term Lenders or the Term Administrative Agent or other representative of such Non-Payment Default Notice in writing.