Common use of Payment Blockage Clause in Contracts

Payment Blockage. Each Subsidiary Guarantor agrees that it shall not make any payment in respect of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust (if any) described in Section 8.04) if: (a) a payment default on Designated Senior Debt of such Subsidiary Guarantor has occurred and is continuing beyond any applicable grace period; or (b) any other default occurs and is continuing on any Designated Senior Debt of such Subsidiary Guarantor that permits the holders of that Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or the holders of such Designated Senior Debt. Payments on any such Guarantee of a Subsidiary Guarantor shall and will be resumed: (i) in the case of a payment default, when such default is cured or waived; or (ii) in the case of a non-payment default, upon the earlier of the date on which such non-payment default is cured or waived and 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any new Payment Blockage Notice that may be delivered unless and until (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No non-payment default that existed or was continuing on the date of delivery of a Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.

Payment Blockage. Each Subsidiary Guarantor agrees that it (a) Unless the Senior Obligations shall not make have been indefeasibly paid in full in cash, and except as otherwise provided in subsection (b) below, no payment or distribution of any payment of the assets of Genesis or any Affiliate of Genesis shall be made by Genesis or any Affiliate of Genesis, or received or accepted by any Subordinated Creditor, in respect of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust (if any) described in Section 8.04) ifSubordinated Obligations: (a1) a payment default on Designated Senior Debt of such Subsidiary Guarantor has at any time there shall have occurred and is be continuing beyond any applicable grace perioddefault (a "Payment Default") in the payment when due (at maturity, upon acceleration, upon mandatory prepayment or otherwise) of any amount owing in respect of any of the Senior Obligations, unless such default shall have been cured or waived in writing by or on behalf of the Senior Creditors; or (b2) at any time there shall have occurred, and Genesis and the Subordinated Creditors shall have received notice (a "Deferral Notice") of such occurrence, and be continuing any default or event of default in respect of the Senior Obligations other default occurs and is continuing than a Payment Default (a "Non-Payment Default"); provided, however, that the prohibition on any Designated Senior Debt payment or distribution in respect of such Subsidiary Guarantor that permits the holders Subordinated Obligations in the event of that Designated Senior Debt to accelerate its maturity any Non-Payment Default shall apply only for a period (the "Payment Blockage Period") commencing upon the receipt by Genesis and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or the holders of such Designated Senior Debt. Payments on any such Guarantee Subordinated Creditors of a Subsidiary Guarantor shall Deferral Notice and will be resumed: continuing until the earlier of (i) in the case of a payment default, when such default is cured or waived; or (ii) in the case of a non-payment default, upon the earlier of the date on which such nonNon-payment default is cured Payment Default shall have been cured, waived in writing, by or waived and on behalf of the Senior Creditors, or otherwise cease to exist, or (ii) 179 days after the Deferral Notice, or (iii) the date on which the applicable such Payment Blockage Notice is received, unless the maturity of Period and any Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any new other Payment Blockage Period initiated during such period have been terminated by written notice to Genesis and the Subordinated Creditors from or on behalf of the Senior Creditors. Notwithstanding any other provision of this Agreement, in no event shall a Payment Blockage Period extend beyond 179 days from the date of receipt by Genesis or the Subordinated Creditors of a Deferral Notice that (the "Initial Blockage Period"). Any number of Deferral Notices may be delivered unless given during the Initial Blockage Period; provided that during any 365-day consecutive period only one such period may commence and until (A) 360 days have elapsed since the delivery duration of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashsuch period may not exceed 179 days. No nonNon-payment default that Payment Default which existed or and was continuing on the date of delivery the commencement of a any Payment Blockage Notice to the Trustee Period shall be, or be made, made the basis for the commencement of a subsequent second Payment Blockage NoticePeriod, whether or not within a period of 365 consecutive days, unless such default shall have been cured or waived for period of not less than 90 consecutive days.

Payment Blockage. Each Subsidiary Guarantor agrees that it shall not make any payment in respect of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust (if any) described in Section 8.046.3) if: (a) a payment default on Designated Guarantor Senior Debt Obligations of such Subsidiary Guarantor has occurred and is continuing beyond any applicable grace period; or (b) any other default occurs and is continuing on any Designated Guarantor Senior Debt Obligations of such Subsidiary Guarantor that permits the holders of that Designated Guarantor Senior Debt Obligations to accelerate its maturity Maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer Company or the holders of such Designated Guarantor Senior DebtObligations. Payments on any such Guarantee of a Subsidiary Guarantor shall and will be resumed: (i) in the case of a payment default, when such default is cured or waived; or (ii) in the case of a non-payment default, upon the earlier of the date on which such non-payment default is cured or waived and 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity Maturity of any Designated Guarantor Senior Debt Obligations has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any No new Payment Blockage Notice that may be delivered or be effective unless and until (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No non-payment default that existed or was continuing on the date of delivery of a Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.

Payment Blockage. Each Subsidiary Guarantor agrees that it shall not make any payment in respect of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust (if any) described in Section 8.04) if: (a) a payment default on Designated Senior Debt of such Subsidiary Guarantor has occurred and is continuing beyond any applicable grace period; or (b) any other default occurs and is continuing on any Designated Senior Debt of such Subsidiary Guarantor that permits the holders of that Designated Senior Debt to accelerate its maturity Maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or the holders of such Designated Senior Debt. Payments on any such Guarantee of a Subsidiary Guarantor shall and will be resumed: (i) in the case of a payment default, when such default is cured or waived; or (ii) in the case of a non-payment default, upon the earlier of the date on which such non-payment nonpayment default is cured or waived and 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity Maturity of any Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any No new Payment Blockage Notice that may be delivered or be effective unless and until (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No non-payment default that existed or was continuing on the date of delivery of a Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.

Payment Blockage. Each Subsidiary Guarantor agrees that it shall not make any payment in respect of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust (if any) described in Section 8.04) if: (a) (i) Prior to the payment in full of all principal and interest on the LIFO loans, the Required Term D Lenders (as defined in the Senior Credit Agreement) can, by notice to the Borrower at any time, block the payment of cash interest on the Rollover Loans for one period of 180 days (a payment "PAYMENT BLOCKAGE PERIOD") and (ii) in any event no cash interest can be paid on the Rollover Loans if a default on Designated Senior Debt of such Subsidiary Guarantor has occurred and is continuing beyond any applicable grace period; or (b) any other default occurs and is continuing on any Designated under the Senior Debt of Facility Documents, PROVIDED, HOWEVER, that such Subsidiary Guarantor that permits the holders of that Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or the holders of such Designated Senior Debt. Payments on any such Guarantee of a Subsidiary Guarantor shall and will be resumed: (i) in the case of a payment default, when such default is cured or waived; or Period under this clause (ii) ), if in the case respect of a non-payment defaultdefaults under the Senior Facility Documents, upon the earlier shall be for a period of not more than 180 days from the date on which the Company is notified in writing of such non-payment default is cured or waived (and 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity any subsequent 180 day dividend block in respect of any Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall non-payment defaults may not be required to give effect to any new Payment Blockage Notice that may be delivered unless and made until (A) 360 days have elapsed since the delivery receipt of the immediately prior Payment Blockage Notice aforementioned notice) and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No no non-payment default that existed or was continuing under the Senior Facility Documents on the date of delivery of a Payment Blockage Notice the aforementioned notice to the Trustee Senior Representative shall be, or be made, the basis for a subsequent Payment Blockage NoticePeriod, unless such default has been cured or waived for a period of not less than 180 days. During any Payment Blockage Period, interest shall accrue on such unpaid interest at the rate specified in Section 2.10(h). (b) The provisions of this Section 2.17 are, and are intended solely, for the purpose of defining the relative rights of the Lenders on the one hand and the lenders of Senior Facility Debt on the other hand. Nothing contained in this Section 2.17 or elsewhere in this Agreement is intended to or will (i) impair, as between the Borrower and the Lenders, the obligations of the Borrower, which are absolute and unconditional, to pay to the Lenders the principal of and interest on the Rollover Loans as and when the same will become due and payable in accordance with their terms; or (ii) affect the relative rights against the Borrower of the Lenders and creditors of the Borrower other than the lenders of Senior Facility Debt; or (iii) prevent the Lenders from exercising all remedies otherwise permitted by applicable law upon default under this Agreement, subject to the rights under this Section 2.17 and under the Intercreditor Agreement of the lenders of Senior Facility Debt. 1.6. ADDITION OF SECTION 2.18

Payment Blockage. Each Subsidiary Guarantor agrees that it Notwithstanding Section 1.3(a), the Company shall not make any payment in respect of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from Subordinated Claims if at the trust (if any) described in Section 8.04) if: (a) a time such payment default on Designated Senior Debt of such Subsidiary Guarantor has occurred and is continuing beyond any applicable grace period; or (b) any other default occurs and is continuing on any Designated Senior Debt of such Subsidiary Guarantor that permits the holders of that Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or the holders of such Designated Senior Debt. Payments on any such Guarantee of a Subsidiary Guarantor shall and will be resumedmade: (i) in the case of a payment defaultBankruptcy, when such default is cured Insolvency or waived; orLiquidation Proceeding has been commenced and has not been dismissed, (ii) any payment of principal or interest due in respect of any indebtedness outstanding under any Senior Credit Facility has become due and payable and has not been paid, or (iii) either: (A) a Senior Credit Facility Default has occurred, has not been corrected and has not been waived by the case of Persons entitled to waive it under the agreement governing such Senior Credit Facility Default, if such Subordinated Claim or the interest thereon constitutes an Affiliate-Held Subordinated Claim, or (B) a nonPayment Blockage Notice is in effect, if and to the extent neither such Subordinated Claim nor the interest thereon constitutes an Affiliate-payment defaultHeld Subordinated Claim. A Payment Blockage Notice may be given whenever any Senior Credit Facility Default has occurred, upon has not been corrected and has not been waived by the earlier of Persons entitled to waive it under the date agreement governing such Senior Credit Facility Default, but only if at least 365 consecutive days have elapsed since the day on which such non-payment default is cured or waived and 179 days the last previous Payment Blockage Notice was given. Each Payment Blockage Notice shall be in effect until the earliest of (A) the 181st day after the date on which the applicable Payment Blockage Notice is receivedit was given, unless the maturity of any Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any new Payment Blockage Notice that may be delivered unless and until (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if anythe day on which the Senior Credit Facility Default on which it was predicated has been corrected, and interest (C) the day on which the Notes that have come due have Senior Credit Facility Default on which it was predicated has been paid in full in cash. No non-payment default that existed or was continuing on waived by the date of delivery of a Payment Blockage Notice Persons entitled to waive it under the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Noticeagreement governing such Senior Credit Facility Default.

Payment Blockage. Each Subsidiary (a) A Guarantor agrees that it shall also may not make any payment in respect of its a Guarantee (except for certain Trustee expenses and except from a defeasance trust referred to in Permitted Junior Securities or from the trust (if any) described in Section 8.04Article VIII) if: : (a1) a payment default on Designated Senior Debt of such Subsidiary Guarantor has occurred or Additional Guarantor occurs and is continuing beyond any applicable grace periodcontinuing; or or (b2) any other default occurs and is continuing on any series of Designated Senior Debt of such Subsidiary Guarantor or Additional Guarantor that permits (or, with the giving of notice or the passage of time or the satisfaction of other applicable conditions, or any combination of any of the foregoing, would permit) holders of that series of Designated Senior Debt of such Guarantor or Additional Guarantor to accelerate its is maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) Notice from the Issuer Guarantor or the holders of such Designated Senior Debt. Agents with respect to the Guarantor or Additional Guarantor. (b) Payments on any such Guarantee of a Subsidiary Guarantor the Notes may and shall and will be resumed: : (i1) in the case of a payment default, when upon the date on which such default is cured or waived; or and (ii2) in the case of a non-payment nonpayment default, upon the earlier of the date on which such non-payment default is cured or waived and or 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived by the Trustee (a “Blockage Period”), unless the maturity of any the Designated Senior Debt of such Guarantor or Additional Guarantor has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any new accelerated or clause (1) of Section 12.5(a) otherwise applies. (c) Once a Payment Blockage Notice that has been issued, no additional Payment Blockage Notice may be delivered unless and until (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No non-payment default that existed or was continuing on the date of delivery of a Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent preceding Payment Blockage Notice.

Payment Blockage. Each Subsidiary Guarantor agrees that it shall not make No direct or indirect payment (excluding any payment in respect or distribution of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities Securities) by or from on behalf of the trust (if any) described in Section 8.04) [Credit Party] of principal of or interest on the Subordinated Debt Instruments, whether pursuant to the terms of the Subordinated Debt Instruments, upon acceleration, pursuant to an offer to purchase or otherwise, shall be made if: (a) a payment default on Designated Senior Debt , at the time of such Subsidiary Guarantor has occurred and is continuing beyond payment, there exists a default in the payment of all or any applicable grace period; or (b) any other default occurs and is continuing portion of the obligations on any Designated Senior Debt Indebtedness, whether at maturity, on account of such Subsidiary Guarantor that permits the holders of that Designated Senior Debt to accelerate its maturity mandatory redemption or prepayment, acceleration or otherwise, and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from shall not have been cured or waived or the Issuer benefits of this sentence waived by or on behalf of the holders of such Designated Senior DebtIndebtedness. Payments on In addition, during the continuance of any such Guarantee of a Subsidiary Guarantor shall and will be resumed: (i) in the case of a payment default, when such default is cured or waived; or (ii) in the case of a non-payment defaultevent of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the earlier [Debtholders] [Subordinated Debt Trustee] of written notice (a "Payment Blockage Notice") from the date holder or holders of such Designated Senior Indebtedness or a trustee or agent acting on which behalf of such Designated Senior Indebtedness, then, unless and until such non-payment event of default is has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of the [Credit Party] of principal of or interest on the Subordinated Debt Instruments, to such holders, during a period (a "Payment Blockage Period") commencing on the date of receipt of such notice by [the Debtholders] [the Subordinated Debt Trustee] and ending 179 days after thereafter. Notwithstanding anything herein or in the Subordinated Debt Instruments to the contrary, (x) in no event shall a Payment Blockage Period extend beyond 179 days from the date on which the applicable Payment Blockage Notice is receivedin respect thereof was given, unless the maturity of any Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor (y) there shall be required to give effect to any new a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Notice that Period is in effect and (z) not more than one Payment Blockage Period may be delivered unless and until (A) commenced with respect to the Subordinated Debt Instruments during any period of 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashconsecutive days. No non-payment event of default that existed or was continuing on the date of delivery commencement of a any Payment Blockage Notice Period with respect to the Trustee shall Designated Senior Indebtedness initiating such Payment Blockage Period (to the extent the holder of Designated Senior Indebtedness, or trustee or agent, 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.Period by the holder or holders of such Designated Senior Indebtedness or a trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-payment event of default has been cured or waived for a period of not less than 90 consecutive days. Non-Affiliate Subordination Provisions --------------------------------------

Payment Blockage. (a) Each Subsidiary Guarantor agrees that it shall not make any a payment in respect of on its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust (if any) described in Section 8.04) if: (ai) a payment default on Designated Senior Debt of such Subsidiary Guarantor has occurred and is continuing beyond (after giving effect to any applicable grace period) and is continuing; or (bii) any other default occurs and is continuing on any Designated Senior Debt of such Subsidiary Guarantor that permits the holders of that Designated Senior Debt to accelerate its maturity has occurred and is continuing, and the Trustee receives relevant Senior Agent serves a written notice of such default (a “Payment Blockage Notice”) from on the Issuer or the holders of such Designated Senior Debt. Trustee. (b) Payments on any such the Guarantee of a any Subsidiary Guarantor shall may and will be resumed:resumed (including making any missed payments): (i) in the case of a payment defaultdefault referred to in Section 14.03(a)(i) above, when such default is cured or waived; or (ii) in the case of a non-payment default, upon the earlier when one of the date on which following applies (whichever is earlier): (A) 179 days have elapsed since the service of the applicable Payment Blockage Notice; (B) where a Standstill Period is in effect at any time during the 179 day period since the service of the applicable Payment Blockage Notice, that Standstill Period expires; (C) such non-payment default is cured or waived and 179 days after by the date on which Majority Lenders in writing or has ceased to exist; (D) the applicable relevant Senior Agent cancels the Payment Blockage Notice is received, unless Notice; or (E) the maturity of any Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any Discharge Date occurs. (c) No new Payment Blockage Notice that may be delivered unless and until (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice. Only one Payment Blockage Notice and (B) all scheduled payments may be served with respect to the same event or circumstance. A Payment Blockage Notice may only be served on or before the date falling 75 days after the date on which the relevant Senior Agent receives actual written notice of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No relevant non-payment default that existed or was continuing on the date of delivery of a Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Noticedefault.

Payment Blockage. (a) Each Subsidiary Guarantor agrees that it shall not make any a payment in respect of on its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust (if any) described in Section 8.04) if: (ai) a payment default on Designated Senior Debt of such Subsidiary Guarantor has occurred and is continuing beyond (after giving effect to any applicable grace period) and is continuing; or (bii) any other default occurs and is continuing on any Designated Senior Debt of such Subsidiary Guarantor that permits the holders Holders of that Designated Senior Debt to accelerate its maturity has occurred and is continuing, and the Trustee receives relevant Senior Agent serves a written notice of such default (a “Payment Blockage Notice”) from on the Issuer or the holders of such Designated Senior Debt. Trustee. (b) Payments on any such the Guarantee of a any Subsidiary Guarantor shall may and will be resumed:resumed (including making any missed payments): (i) in the case of a payment defaultdefault referred to in Section 14.03(a)(i) above, when such default is cured or waived; or (ii) in the case of a non-payment default, upon the earlier when one of the date on which following applies (whichever is earlier): (A) 179 days have elapsed since the service of the applicable Payment Blockage Notice; (B) where a Standstill Period is in effect at any time during the 179 day period since the service of the applicable Payment Blockage Notice, that Standstill Period expires; (C) such non-payment default is cured or waived and 179 days after by the date on which Majority Lenders in writing or has ceased to exist; (D) the applicable relevant Senior Agent cancels the Payment Blockage Notice is received, unless Notice; or (E) the maturity of any Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any Discharge Date occurs. (c) No new Payment Blockage Notice that may be delivered unless and until (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice. Only one Payment Blockage Notice and (B) all scheduled payments may be served with respect to the same event or circumstance. A Payment Blockage Notice may only be served on or before the date falling 75 days after the date on which the relevant Senior Agent receives actual written notice of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No relevant non-payment default that existed or was continuing on the date of delivery of a Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Noticedefault.

Payment Blockage. Each Subsidiary Guarantor agrees that it shall not make any payment in respect A. If (i) an Event of its Guarantee Default under Section 8.1 (except for certain Trustee expenses and except in Permitted Junior Securities or from Failure to Make Payments When Due) of the trust (if any) described in Section 8.04) if: (a) a payment default on Designated Senior Debt of such Subsidiary Guarantor has occurred Credit Agreement occurs and is continuing beyond any applicable grace period; or continuing, (bii) any other default an Event of Default under Section 7.6A (Minimum Interest Coverage Ratio) or Section 7.6B (Maximum Leverage Ratio) of the Credit Agreement occurs and is continuing on any Designated Senior Debt for two consecutive fiscal quarters,(1) or (iii) the Second Lien Agent receives payment of such Subsidiary Guarantor that permits cash interest in excess of the holders of that Designated Senior Debt to accelerate its maturity Cash Interest Payment permitted for the applicable period and the Trustee receives Second Lien Agent has received a payment blockage notice from the Administrative Agent (as distinct from the (1) For the sake of such clarity, if there is a default described in Section II.A(ii) resulting from the failure to meet the required covenant ratio as of both (i) the last day of Q2 and (ii) the last day of Q3, the Administrative Agent shall be entitled to deliver a Blockage Notice with respect thereto on or after the last day of Q3. Standstill Notice described below, a “Payment Blockage Notice”) from the Issuer or the holders of such Designated Senior Debt. ), then no Cash Interest Payments on any account of the Second Lien Obligations or cash payments pursuant to the expense reimbursement and indemnity provisions in the New Second Lien Credit Agreement shall be made during the period commencing on the date such Guarantee Blockage Notice was delivered and ending on the date on which such Event of a Subsidiary Guarantor shall and will be resumed: (i) Default is waived or otherwise cured in accordance with the terms of the Credit Agreement; provided, however, that in the case of a payment defaultblockage pursuant to subclause (iii) of this Section II.A, when such default is cured or waived; or (ii) Cash Interest Payments and cash payments pursuant to the expense reimbursement and indemnity provisions in the case of a non-payment default, New Second Lien Credit Agreement may resume earlier upon the earlier turnover of the date on which such non-payment default is cured or waived and 179 days after excess amount of the date on which the applicable Cash Interest Payment Blockage Notice is receivedin accordance with Section IX. B. If any Event of Default, unless the maturity of any Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor other than any such Subsidiary Guarantor Event of Default referred to in Section II.A. hereof, occurs and is continuing under the Credit Agreement, and the Second Lien Agent has received a Blockage Notice, then no interest payments on account of the Second Lien Obligations or cash payments pursuant to the expense reimbursement and indemnity provisions in the New Second Lien Credit Agreement shall be required to give effect to any new Payment Blockage Notice that may be delivered unless and until (A) 360 days have elapsed since made during the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No non-payment default that existed or was continuing period commencing on the date of delivery of a Payment such Blockage Notice was delivered and ending on the 121st day thereafter, unless such Event of Default is waived or otherwise cured in accordance with the terms of the Credit Agreement prior to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Noticeexpiration of such 120 day period.

Payment Blockage. Each Neither the Issuer nor any Subsidiary Guarantor agrees that it shall not make of the Issuer may pay any payment in respect of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust principal of, premium (if any) described or interest or Additional Amounts (if any) on any Junior Notes, other than interest or Additional Amounts paid in Section 8.04the form of Junior PIK Notes, and none of them may otherwise purchase, repurchase, redeem or otherwise acquire or retire for value any Junior Notes (collectively, "Pay the Junior Notes") if: (a) if a payment default on Designated Senior Debt of such Subsidiary Guarantor Payment Stop Event has occurred and is continuing beyond continuing. If at any applicable grace period; or (b) any other default occurs and is continuing on any Designated Senior Debt of such Subsidiary Guarantor that permits the holders of that Designated Senior Debt to accelerate its maturity and the Trustee receives time a notice of such default (a “Payment Blockage Notice”) from Standstill Event has occurred, neither the Issuer or the holders of such Designated Senior Debt. Payments on nor any such Guarantee of a Subsidiary Guarantor shall and will be resumed: (i) in the case of a payment default, when such default is cured or waived; or (ii) in the case of a non-payment default, upon the earlier of the date on which such non-payment default is cured or waived and 179 days after Issuer may Pay the date on which Junior Notes (other than, for the applicable Payment Blockage Notice is received, unless the maturity avoidance of any Designated Senior Debt has been accelerated. Neither the Trusteedoubt, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any new Payment Blockage Notice that may be delivered unless payment of interest and until (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premiumAdditional Amounts, if any, and interest on the Junior Notes in the form of Junior PIK Notes) during the applicable Standstill Period; provided, however, that any balance in the Mandatory Redemption Escrow Account on the first day of any Standstill Period, provided that on the preceding day no Standstill Period was in effect, shall be applied by the Issuer to redeem Outstanding Junior Notes pursuant to the Indenture. Notwithstanding the provisions described in the immediately preceding paragraph (but subject to the provisions contained in the second preceding and in the immediately succeeding paragraph), unless the holders of the Senior Notes or the Senior Note Trustee have come due accelerated the maturity of the Senior Notes, the Issuer and the Guarantors may resume payments on the Junior Notes after the end of such Standstill Period, including any missed payments. Any payments that would otherwise have been paid in full in cashdue during the Standstill Period (other than payments of interest and Additional Amounts, if any, on the Junior Notes) will not become due until after the end of such Standstill Period. No non-payment default Default (as such term is defined in the Senior Note Indenture) that existed or was continuing on the date of delivery the commencement of a Payment Blockage Notice to the Trustee any Standstill Period shall be, or be made, the basis of the commencement of a subsequent Standstill Period by the Senior Note Trustee, unless such Default shall have been cured or waived for a subsequent Payment Blockage Noticeperiod of not less than 90 consecutive days. Except as provided in the preceding sentence, there shall be no limit on the number or frequency of Standstill Periods that may arise.

Payment Blockage. Each Subsidiary Guarantor agrees that it shall not make any Subject to, and after giving effect to, the payment in respect of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust Mandatory Redemption Escrow Account described in clause (b) of Section 6.02 of the Indenture, neither the Issuer nor any Subsidiary of the Issuer may pay any principal of, premium (if any) described or interest or Additional Amounts (if any) on any Junior Notes, other than interest or Additional Amounts paid in Section 8.04the form of Junior PIK Notes, and none of them may otherwise purchase, repurchase, redeem or otherwise acquire or retire for value any Junior Notes (collectively, "PAY THE JUNIOR NOTES") if: (a) if a payment default on Designated Senior Debt of such Subsidiary Guarantor Payment Stop Event has occurred and is continuing beyond continuing. If at any applicable grace period; or (b) any other default occurs and is continuing on any Designated Senior Debt of such Subsidiary Guarantor that permits the holders of that Designated Senior Debt to accelerate its maturity and the Trustee receives time a notice of such default (a “Payment Blockage Notice”) from Standstill Event has occurred, neither the Issuer or the holders of such Designated Senior Debt. Payments on nor any such Guarantee of a Subsidiary Guarantor shall and will be resumed: (i) in the case of a payment default, when such default is cured or waived; or (ii) in the case of a non-payment default, upon the earlier of the date on which such non-payment default is cured or waived and 179 days after Issuer may Pay the date on which Junior Notes (other than, for the applicable Payment Blockage Notice is received, unless the maturity avoidance of any Designated Senior Debt has been accelerated. Neither the Trusteedoubt, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any new Payment Blockage Notice that may be delivered unless payment of interest and until (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premiumAdditional Amounts, if any, and interest on the Junior Notes in the form of Junior PIK Notes) during the applicable Standstill Period; provided, however, that any balance in the Mandatory Redemption Escrow Account on the first day of any Standstill Period, provided that on the preceding day no Standstill Period was in effect, shall be applied by the Issuer to redeem Outstanding Junior Notes pursuant to the Indenture. Notwithstanding the provisions described in the immediately preceding paragraph (but subject to the provisions contained in the second preceding and in the immediately succeeding paragraph), unless the holders of the Senior Notes or the Senior Note Trustee have come due accelerated the maturity of the Senior Notes, the Issuer and the Guarantors may resume payments on the Junior Notes after the end of such Standstill Period, including any missed payments. Any payments that would otherwise have been paid in full in cashdue during the Standstill Period (other than payments of interest and Additional Amounts, if any, on the Junior Notes) will not become due until after the end of such Standstill Period. No non-payment default Default (as such term is defined in the Senior Note Indenture) that existed or was continuing on the date of delivery the commencement of a Payment Blockage Notice to the Trustee any Standstill Period shall be, or be made, the basis of the commencement of a subsequent Standstill Period by the Senior Note Trustee, unless such Default shall have been cured or waived for a subsequent Payment Blockage Noticeperiod of not less than 90 consecutive days. Except as provided in the preceding sentence, there shall be no limit on the number or frequency of Standstill Periods that may arise.

Payment Blockage. Each Subsidiary Guarantor agrees that it shall not make any payment in respect of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust (if any) described in Section 8.04) if: (a) a payment default on Designated Senior Debt of such Subsidiary Guarantor has occurred and is continuing beyond any applicable grace period; or (b) any other default occurs and is continuing on any Designated Senior Debt of such Subsidiary Guarantor that permits the holders of that Designated Senior Debt to accelerate its maturity Maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or the holders of such Designated Senior Debt. Payments on any such Guarantee of a Subsidiary Guarantor shall and will be resumed: (i) in the case of a payment default, when such default is cured or waived; or (ii) in the case of a non-payment default, upon the earlier of the date on which such non-payment nonpayment default is cured or waived and 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity Maturity of any Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any No new Payment Blockage Notice that may be delivered or be effective unless and until (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No non-payment nonpayment default that existed or was continuing on the date of delivery of a Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.

Payment Blockage. Each Subsidiary Guarantor agrees that it (a) The Company shall not make any payment in respect of its Guarantee the Notes (except for certain Trustee expenses and except from a defeasance trust referred to in Permitted Junior Securities or from the trust (if any) described in Section 8.04Article VIII) if: : (a1) a payment default on Designated Senior Debt of such Subsidiary Guarantor has occurred occurs and is continuing beyond any applicable grace periodcontinuing; or or (b2) any other default occurs and is continuing on any series of Designated Senior Debt of such Subsidiary Guarantor that permits (or, with the giving of notice or the passage of time or the satisfaction of other applicable conditions, or any combination of any of the foregoing, would permit) holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer Company or any of the holders of such Designated Senior Debt. Agents. (b) Payments on any such Guarantee of a Subsidiary Guarantor the Notes may and shall and will be resumed: : (i1) in the case of a payment defaultdefault described in Section 10.5(a)(1), when upon the date on which such default is cured or waived; or and (ii2) in the case of a non-payment defaultnonpayment default described in Section 10.5(a)(2), upon the earlier of the date on which such non-payment default is cured or waived and or 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived by the Trustee (a “Blockage Period”), unless the maturity of any the Designated Senior Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any new accelerated or clause (1) of Section 10.5(a) otherwise applies. (c) Once a Payment Blockage Notice that has been issued, no additional Payment Blockage Notice may be delivered unless and until (A) 360 days have elapsed since the delivery of the immediately prior preceding Payment Blockage Notice and Notice. (Bd) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No non-payment default in respect of the Notes that existed or was continuing on the date of delivery of a any Payment Blockage Notice to the Trustee shall will be, or may be made, the basis for a subsequent Payment Blockage NoticeNotice unless such default has been cured or waived for a period of not less than 180 days.

Payment Blockage. Each Subsidiary (a) A Guarantor agrees that it shall may not make any payment in respect of its Guarantee (except for certain Trustee expenses and except in Permitted Junior Securities or from the trust (if any) described Article 8 provided that no payment blockage under this Section 11.04 shall have been in Section 8.04effect at the time of the deposit of funds into such trust) if: (a1) a payment default (whether at stated maturity, upon acceleration or otherwise) on Designated Senior Guarantor Priority Debt of such Subsidiary Guarantor has occurred and is continuing beyond any applicable grace period; or (b2) any other default occurs and is continuing on any Designated Senior Guarantor Priority Debt of such Subsidiary Guarantor that permits the holders of that Designated Senior Guarantor Priority Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or the holders of such Designated Senior Debt. Guarantor Priority Debt or a representative thereof. (b) Payments on any such Guarantee of a Subsidiary Guarantor shall may and will be resumed: (i1) in the case of a payment default, when such default is cured or waived; or (ii2) in the case of a non-payment default, upon the earlier of the date on which such non-payment default is cured or waived and 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived by the Trustee, unless the maturity of any Designated Senior Guarantor Priority Debt has been accelerated. Neither the Trustee, the Issuers nor any such Subsidiary Guarantor shall be required to give effect to any new Payment Blockage Notice that may be delivered unless and until . (Ac) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No non-payment nonpayment default that existed or was continuing on the date of delivery of a any Payment Blockage Notice to the Trustee shall will be, or be made, the basis for a subsequent Payment Blockage NoticeNotice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.