Common use of Payment Blockage Clause in Contracts

Payment Blockage. (i) In the event of any Event of Default (as defined in the Senior Credit Agreement) in the payment of principal of or premium or interest on, or any other amount owing with respect to, any Senior Debt, whether at maturity, by acceleration or otherwise ("Payment Default") or (b) in the event that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") with respect to any Senior Debt shall have occurred and be continuing, permitting the holder of such Senior Debt to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Payment Default until the earlier of (1) the date upon which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the date, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the provisions of this paragraph have been waived by the Senior Debt Holders (any such period described in clauses (x) or (y) shall be referred to as a "Payment Blockage Period"), PROVIDED that: (1) during any consecutive 12-month period, no more than two Payment Blockage Periods relating to any Non-Payment Default may be commenced, (2) no Payment Blockage Periods relating to any Non-Payment Default, singly or in the aggregate, may be in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods with respect to Non-Payment Defaults may be commenced.

Payment Blockage. Neither the Issuer nor any Subsidiary of the Issuer may pay any principal of, premium (iif any) In the event of or interest or Additional Amounts (if any) on any Event of Default (as defined Junior Notes, other than interest or Additional Amounts paid in the Senior Credit Agreementform 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") in if a Payment Stop Event has occurred and is continuing. If at any time a Standstill Event has occurred, neither the Issuer nor any Subsidiary of the Issuer may Pay the Junior Notes (other than, for the avoidance of doubt, the payment of principal of or premium or interest on, or any other amount owing with respect to, any Senior Debt, whether at maturity, by acceleration or otherwise ("Payment Default") or (b) in the event that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") with respect to any Senior Debt shall have occurred and be continuing, permitting the holder of such Senior Debt to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Payment Default until the earlier of (1) the date upon which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the dateAdditional Amounts, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) Junior Notes in the case 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 Non-Payment DefaultStandstill Period, from provided that on the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage preceding day no Standstill Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid was in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn uponeffect, shall be fully secured applied by cash collateral 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 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 due during the Standstill Period (3) the dateother than payments of interest and Additional Amounts, if any, on which the Junior Notes) will not become due until after the end of such Non-Payment Standstill Period. No Default (as such term is defined in the Senior Note Indenture) that existed or was continuing on the date of the commencement of 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 by for a period of not less than 90 consecutive days. Except as provided in the Senior Debt Holders or that the provisions of this paragraph have been waived by the Senior Debt Holders (any such period described in clauses (x) or (y) preceding sentence, there shall be referred to as a "Payment Blockage Period"), PROVIDED that: (1) during any consecutive 12-month period, no more than two Payment Blockage limit on the number or frequency of Standstill Periods relating to any Non-Payment Default that may be commenced, (2) no Payment Blockage Periods relating to any Non-Payment Default, singly or in the aggregate, may be in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods with respect to Non-Payment Defaults may be commencedarise.

Payment Blockage. No direct or indirect payment (iexcluding any payment or distribution of Permitted Junior Securities) In by or on behalf of the event [Credit Party] of any Event principal of Default (as defined in or interest on the Senior Credit Agreement) 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, at the time of such payment, there exists a default in the payment of principal of or premium or interest on, all or any other amount owing with respect to, portion of the obligations on any Designated Senior DebtIndebtedness, whether at maturity, by on account of mandatory redemption or prepayment, acceleration or otherwise ("Payment Default") otherwise, and such default shall not have been cured or (b) in waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the [Debtholders] [Subordinated Debt shall have occurred and be continuing, permitting Trustee] of written notice (a “Payment Blockage Notice”) from the holder or holders of such Designated Senior Debt to declare such Senior Debt due and payable prior to the date Indebtedness or a trustee or agent acting on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative behalf of such Payment Default Designated Senior Indebtedness, then, unless and until the earlier such non-payment event of (1) the date upon which the default has been cured or waived or has ceased to exist or such Designated Senior Debt shall be paid Indebtedness has been discharged or repaid in full in cash or in the case benefits of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the date, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the these provisions of this paragraph 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 Holders Instruments, to such holders, during a period (any a “Payment Blockage Period”) commencing on the date of receipt of such period described notice by [the Debtholders] [the Subordinated Debt Trustee] and ending 179 days thereafter. Notwithstanding anything herein or in clauses the Subordinated Debt Instruments to the contrary, (x) or in no event shall a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given, (y) there shall be referred to as a "Payment Blockage Period"), PROVIDED that: (1) during any period of at least 181 consecutive 12days in each 360-month period, no more than two Payment Blockage Periods relating to any Non-Payment Default may be commenced, (2) day period when no Payment Blockage Periods relating to any Non-Period is in effect and (z) not more than one Payment Default, singly or in the aggregate, Blockage Period may be in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods commenced with respect to the Subordinated Debt Instruments during any period of 360 consecutive days. No non-payment event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the 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 the commencement of any other Payment Blockage 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-Payment Defaults may be commenced.Affiliate Subordination Provisions

Payment Blockage. No direct or indirect payment (iexcluding any payment or distribution of Permitted Junior Securities) In by or on behalf of the event [Credit Party] of any Event principal of Default (as defined in or interest on the Senior Credit Agreement) 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, at the time of such payment, there exists a default in the payment of principal of or premium or interest on, all or any other amount owing with respect to, portion of the obligations on any Designated Senior DebtIndebtedness, whether at maturity, by on account of mandatory redemption or prepayment, acceleration or otherwise ("Payment Default") otherwise, and such default shall not have been cured or (b) in waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the [Debtholders] [Subordinated Debt shall have occurred and be continuing, permitting Trustee] of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Debt to declare such Senior Debt due and payable prior to the date Indebtedness or a trustee or agent acting on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative behalf of such Payment Default Designated Senior Indebtedness, then, unless and until the earlier such non-payment event of (1) the date upon which the default has been cured or waived or has ceased to exist or such Designated Senior Debt shall be paid Indebtedness has been discharged or repaid in full in cash or in the case benefits of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the date, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the these provisions of this paragraph have been waived by the holders of such Designated Senior Debt Holders Indebtedness, no direct or indirect payment (excluding any such period described in clauses (x) payment or (ydistribution of Permitted Junior Securities) shall be referred made by or on behalf of the [Credit Party] of principal of or interest on the Subordinated Debt Instruments, to as 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 thereafter. Notwithstanding anything herein or in the Subordinated Debt Instruments to the contrary, PROVIDED that: (1x) during any consecutive 12-month period, in no more than two event shall a Payment Blockage Periods relating to any Non-Period extend beyond 179 days from the date the Payment Default may be commencedBlockage Notice in respect thereof was given, (2y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Periods relating to any Non-Period is in effect and (z) not more than one Payment Default, singly or in the aggregate, Blockage Period may be in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods commenced with respect to Nonthe Subordinated Debt Instruments during any period of 360 consecutive days. No non-payment event of default that existed or was continuing on the date of commencement of any Payment Defaults Blockage Period with respect to the 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 commenced.made, the basis for the commencement of any other Payment Blockage 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. Affiliate Subordination Provisions

Payment Blockage. No direct or indirect payment (iexcluding any payment or distribution of Permitted Junior Securities) In by or on behalf of the event [Credit Party] of any Event principal of Default (as defined in or interest on the Senior Credit Agreement) 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, at the time of such payment, there exists a default in the payment of principal of or premium or interest on, all or any other amount owing with respect to, portion of the obligations on any Designated Senior DebtIndebtedness, whether at maturity, by on account of mandatory redemption or prepayment, acceleration or otherwise ("Payment Default") otherwise, and such default shall not have been cured or (b) in waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the [Debtholders] [Subordinated Debt shall have occurred and be continuing, permitting Trustee] of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Debt to declare such Senior Debt due and payable prior to the date Indebtedness or a trustee or agent acting on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative behalf of such Payment Default Designated Senior Indebtedness, then, unless and until the earlier such non-payment event of (1) the date upon which the default has been cured or waived or has ceased to exist or such Designated Senior Debt shall be paid Indebtedness has been discharged or repaid in full in cash or in the case benefits of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the date, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the these provisions of this paragraph have been waived by the holders of such Designated Senior Debt Holders Indebtedness, no direct or indirect payment (excluding any such period described in clauses (x) payment or (ydistribution of Permitted Junior Securities) shall be referred made by or on behalf of the [Credit Party] of principal of or interest on the Subordinated Debt Instruments, to as 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 thereafter. Notwithstanding anything herein or in the Subordinated Debt Instruments to the contrary, PROVIDED that: (1x) during any consecutive 12-month period, in no more than two event shall a Payment Blockage Periods relating to any Non-Period extend beyond 179 days from the date the Payment Default may be commencedBlockage Notice in respect thereof was given, (2y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Periods relating to any Non-Period is in effect and (z) not more than one Payment Default, singly or in the aggregate, Blockage Period may be in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods commenced with respect to the Subordinated Debt Instruments during any period of 360 consecutive days. No non-payment event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the 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 the commencement of any other Payment Blockage 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-Payment Defaults may be commenced.Affiliate Subordination Provisions --------------------------------------

Payment Blockage. (i) In the event of any Event of Default (as defined in the Senior Credit Agreement) in Subject to, and after giving effect to, the payment of principal of or premium or interest on, or any other amount owing with respect to, any Senior Debt, whether at maturity, by acceleration or otherwise ("Payment Default") or (b) in from the event that any Event of Default (as defined in the Senior Credit Agreement) (other than an event Mandatory Redemption Escrow Account described in clause (a)b) of Section 6.02 of the Indenture, neither the Issuer nor any Subsidiary of the Issuer may pay any principal of, premium (a if any) or interest or Additional Amounts (if any) on any Junior Notes, other than interest or Additional Amounts paid in the 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, "Non-Payment DefaultPAY THE JUNIOR NOTES") with respect to any Senior Debt shall have if a Payment Stop Event has occurred and be is continuing. If at any time a Standstill Event has occurred, permitting neither the holder of such Senior Debt to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment or distribution of Issuer nor any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account Subsidiary of the Subordinated ObligationsIssuer may Pay the Junior Notes (other than, for the avoidance of doubt, the payment of interest and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Payment Default until the earlier of (1) the date upon which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the dateAdditional Amounts, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) Junior Notes in the case 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 Non-Payment DefaultStandstill Period, from provided that on the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage preceding day no Standstill Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid was in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn uponeffect, shall be fully secured applied by cash collateral 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 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 due during the Standstill Period (3) the dateother than payments of interest and Additional Amounts, if any, on which the Junior Notes) will not become due until after the end of such Non-Payment Standstill Period. No Default (as such term is defined in the Senior Note Indenture) that existed or was continuing on the date of the commencement of 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 by for a period of not less than 90 consecutive days. Except as provided in the Senior Debt Holders or that the provisions of this paragraph have been waived by the Senior Debt Holders (any such period described in clauses (x) or (y) preceding sentence, there shall be referred to as a "Payment Blockage Period"), PROVIDED that: (1) during any consecutive 12-month period, no more than two Payment Blockage limit on the number or frequency of Standstill Periods relating to any Non-Payment Default that may be commenced, (2) no Payment Blockage Periods relating to any Non-Payment Default, singly or in the aggregate, may be in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods with respect to Non-Payment Defaults may be commencedarise.

Payment Blockage. Beginning on the date the Second Lien Agent receives notice from the First Lien Agent of the occurrence of a First Lien Default that has not been remedied or waived (isuch date, the “Payment Blockage Date”), and continuing thereafter until the earlier of (a) In the event of any Event of Default one hundred eightieth (as defined in 180th) day following the Senior Credit Agreement) in the payment of principal of or premium or interest onPayment Blockage Date, or any other amount owing with respect to, any Senior Debt, whether at maturity, by acceleration or otherwise ("Payment Default") or (b) in the event that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") with respect to any Senior Debt shall have occurred and be continuing, permitting the holder of such Senior Debt to declare such Senior Debt due and payable prior to the date on which it would the circumstances giving rise to such Payment Blockage Date have been remedied or the First Lien Agent has otherwise have become due agreed in writing (such period, the “Payment Blockage Period”), neither the Borrower nor any Guarantor may make, and payableno Second Lien Claimholder or Second Lien Agent shall accept, then no receive or collect, any payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party from the Borrower or any other Person Guarantor. In the case of any payment on account or in respect of any Second Lien Obligations that would (in the absence of any such payment blockage) have been due and payable on any date during the Payment Blockage Period pursuant to the terms of the Subordinated Second Lien Documents, the provisions of this Section 4.4 shall not prevent the making and acceptance of such payment, together with any additional default interest as is due on the Second Lien Obligations, if requested, on or after the date immediately following the termination of such Payment Blockage Period (provided that no other Payment Blockage Period is then in effect). In the event that, notwithstanding the foregoing, either the Borrower or any Guarantor shall make any payment or distribution to any Second Lien Claimholder prohibited by the foregoing provisions of this Section 4.4, then and no in such event such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) held in trust for the case benefit of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Payment Default until the earlier of (1) the date upon which the Senior Debt and immediately shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit over to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) First Lien Agent for application against First Lien Obligations remaining unpaid until the date, if any, on which such conclusion of the Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that Blockage Period. While a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the provisions of this paragraph have been waived by the Senior Debt Holders (any such period described in clauses (x) or (y) shall be referred to as a "Payment Blockage Period"), PROVIDED that: (1) during any consecutive 12-month period, no more than two Payment Blockage Periods relating to any Non-Payment Default may be commenced, (2) no Payment Blockage Periods relating to any Non-Payment Default, singly or in the aggregate, may be in effect for any given First Lien Default, the First Lien Agent may provide notice of one or more than 180 days during any consecutive 12-month period, other First Lien Defaults and (3) during the entire term of this Agreement, no thereby commence one or more than an aggregate of five new Payment Blockage Periods with respect thereto, and no payments by the Borrower or any Guarantor to NonSecond Lien Agent or any Second Lien Claimholder shall be permitted unless all Payment Blockage Periods have terminated (whether by expiration of all applicable 180-day periods or by the remedy or waiver of the circumstances giving rise to the Payment Defaults may Blockage Periods). Each event or condition giving rise to a First Lien Default that is not necessarily tied to a specific date (e.g., the quarterly determination date for financial covenants or the due dates specified under the First Lien Credit Agreement for payment of principal or interest on the loans made thereunder) will be commenceddeemed to occur on each date that such event or condition remains in effect until remedied.

Payment Blockage. No direct or indirect payment (iexcluding any payment or distribution of Permitted Junior Securities) In by or on behalf of the event [Credit Party] of any Event principal of Default (as defined in or interest on the Senior Credit Agreement) 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, at the time of such payment, there exists a default in the payment of principal of or premium or interest on, all or any other amount owing with respect to, portion of the obligations on any Designated Senior DebtIndebtedness, whether at maturity, by on account of mandatory redemption or prepayment, acceleration or otherwise ("Payment Default") otherwise, and such default shall not have been cured or (b) in waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event that any Event of Default (as defined in the Senior Credit Agreement) (other than an event described in clause (a)) (a "Non-Payment Default") default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the [Debtholders] [Subordinated Debt shall have occurred and be continuing, permitting Trustee] of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Debt to declare such Senior Debt due and payable prior to the date Indebtedness or a trustee or agent acting on which it would otherwise have become due and payable, then no payment or distribution of any kind or character whether in cash, property or securities shall be made by any Debtor Party or any other Person on account of the Subordinated Obligations, and no such payment or distribution shall be accepted by any Lender, directly or indirectly, by set-off or otherwise (x) in the case of any Payment Default from the date the Lender Representative first received a written notice from the Senior Debt Representative behalf of such Payment Default Designated Senior Indebtedness, then, unless and until the earlier such non-payment event of (1) the date upon which the default has been cured or waived or has ceased to exist or such Designated Senior Debt shall be paid Indebtedness has been discharged or repaid in full in cash or in the case benefits of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (2) the date, if any, on which such Payment Default is cured or waived in writing by the Senior Debt Holders or (y) in the case of any Non-Payment Default, from the date the Lender Representative first received a written notice from the Senior Debt Representative of such Non-Payment Default and that the Senior Debt Representative intends that a Payment Blockage Period (as defined 36 41 hereinafter) is to commence until the earliest of (1) 180 days after such date, (2) the date on which the Senior Debt shall be paid in full in cash or in the case of Senior Debt in respect of letters of credit to the extent they have not been drawn upon, shall be fully secured by cash collateral or (3) the date, if any, on which such Non-Payment Default is cured or waived by the Senior Debt Holders or that the these provisions of this paragraph have been waived by the holders of such Designated Senior Debt Holders Indebtedness, no direct or indirect payment (excluding any such period described in clauses (x) payment or (ydistribution of Permitted Junior Securities) shall be referred made by or on behalf of the [Credit Party] of principal of or interest on the Subordinated Debt Instruments, to as 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 thereafter. Notwithstanding anything herein or in the Subordinated Debt Instruments to the contrary, PROVIDED that: (1x) during any consecutive 12-month period, in no more than two event shall a Payment Blockage Periods relating to any Non-Period extend beyond 179 days from the date the Payment Default may be commencedBlockage Notice in respect thereof was given, (2y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Periods relating to any Non-Period is in effect and (z) not more than one Payment Default, singly or in the aggregate, Blockage Period may be in effect for more than 180 days during any consecutive 12-month period, and (3) during the entire term of this Agreement, no more than an aggregate of five Payment Blockage Periods commenced with respect to the Subordinated Debt Instruments during any period of 360 consecutive days. No non-payment event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the 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 the commencement of any other Payment Blockage 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-Payment Defaults may be commenced.Affiliate Subordination Provision