Common use of Prohibition on Payments Clause in Contracts

Prohibition on Payments. (A) The foregoing provisions of Section 5 to the contrary notwithstanding, upon the happening of any Event of Default (or if the making of any payment otherwise permitted pursuant to Section 5 above would result in an Event of Default) under and as defined in the Senior Credit Agreement (or, if the Senior Loan has been paid in full, under the documents evidencing the Most Senior Loan) and upon receipt by Borrowers or any of the other Loan Parties of written notice (the "Default Notice") from the Most Senior Lender (or from Agent) concerning such Event of Default or resulting Event of Default: (i) No direct or indirect payment in cash, property or securities, by set-off or otherwise, shall be made or agreed to be made by any Loan Party or accepted by any Junior Lender on account of the principal of, premium or interest on or any other amounts due under the Subordinated Loan Documents or in respect of any redemption, retirement or acquisition of any of the indebtedness evidencing or due under the Subordinated Loan Documents, and none of the Loan Parties shall segregate or hold in trust money for any such payment or distribution, unless and until Borrowers or the applicable Loan Parties have received a written notice from the Most Senior Lender (or from Agent) that all defaults referred to in such Default Notice have been cured or waived by the Most Senior Lender (or by Agent). The period from the giving of a Default Notice by the Most Senior Lender (or by Agent) until such time as all defaults referred to in such Default Notice have been cured or waived shall be referred to herein as the "Payment Prohibition Period." The Most Senior Lender and the applicable Loan Party receiving the Default Notice agree to promptly deliver a copy of the Default Notice to each of the Junior Lenders; provided, however, that the failure to promptly deliver a copy of the Default Notice to the Junior Lenders shall not limit the rights of the Most Senior Lender and Agent to enforce the prohibition upon payments set forth in this Section 6(A); provided further, that if any Junior Lender receives a regularly scheduled payment that gives rise to an Event of Default at a time when such Junior Lender has not received a copy of a Default Notice, then such Junior Lender shall be entitled to retain such payment. (ii) If, notwithstanding the provisions of this Agreement, any payment or distribution of any character (whether in cash, securities or other property) or any security shall be received by any Junior Lender during a Payment Prohibition Period, and before the entire principal amount of, and all interest on, and all other amounts in respect of, the Senior Indebtedness shall have been finally paid in full, such payment, distribution or security shall not be commingled with any asset of the receiving Junior Lender, but shall be held in trust for the benefit of, and shall be paid over or delivered and transferred to, the Most Senior Lender (or to Agent) for application to the payment of all Senior Indebtedness remaining unpaid, until the principal amount of, and all interest (including interest thereon accruing after the commencement of any bankruptcy proceedings) and premium on, and all other amounts owed in respect of, the Senior Indebtedness shall have been paid in full. (B) In the event that any failure of any Loan Party to make or any Junior Lender to receive any payment with respect to the Subordinated Indebtedness, as a result of the provisions of this Section 6, shall be deemed a default under the Subordinated Loan Documents of such Junior Lender, such event shall not give rise to any right on behalf of the applicable Junior Lender to exercise any Junior Lender Remedies, any provision of the Subordinated Loan Documents to the contrary notwithstanding, except as is specifically permitted pursuant to Section 6(C) below. Each Junior Lender shall, however, be entitled to accrue interest at any post default rate which may be applicable under such Junior Lender’s Subordinated Loan Documents during any Payment Prohibition Period, and shall be entitled to add the amount of such accrued, unpaid default interest to the then outstanding principal balance of the applicable Subordinated Indebtedness. Any missed payments of principal resulting from a Payment Prohibition Period shall be deemed added as additional installments following the final maturity of the applicable Subordinated Indebtedness, and the Subordinated Loan Documents of each Junior Lender shall be deemed amended to extend the term of such Subordinated Indebtedness for that number of payment installment periods necessary for the applicable Loan Party to fully amortize the remaining principal installments that were deferred as a result of a Payment Prohibition Period. (C) The remaining provisions of this Section 6 to the contrary notwithstanding, at any time when a Payment Prohibition Period has been in effect for more than nine (9) consecutive months, Tier 6 Junior Lender shall be entitled to exercise his judicial remedies (being those remedies described in clause (E) of the definition of Junior Lender Remedies), to institute a lawsuit, commence legal action, and otherwise enforce through the courts, against Holdings, the rights of Tier 6 Junior Lender under his applicable Subordinated Loan Documents; provided, however, that if (i) the Most Senior Lender (or Agent) agrees to terminate the Payment Prohibition Period as to Tier 6 Junior Lender (each other Lender hereby consenting to any such termination) and (ii) Holdings pays or causes to be paid to Tier 6 Junior Lender, within thirty (30) days after the date the Most Senior Lender (or Agent) terminates the Payment Prohibition Period, all amounts that came due but were not paid to Tier 6 Junior Lender during the Payment Prohibition Period, then upon such payment Tier 6 Junior Lender's rights under this Section 6(C) shall be suspended until the next failure of Holdings to pay amounts due on the Tier 6 Loan. Notwithstanding that Tier 6 Junior Lender would be entitled to exercise his judicial remedies in the circumstances described in this Section 6(C), any such exercise shall continue to be subject to the terms of this Agreement with respect to the rights of any More Senior Lender.

Prohibition on Payments. (A) The foregoing Notwithstanding the provisions of Section 5 to the contrary notwithstandingabove, upon the happening of any Event of Default (or if the making of any payment otherwise permitted pursuant to Section 5 above would result in an Event of Default) under and as defined in the Senior Credit Agreement (orLoan Agreement, if the Senior Loan has been paid in full, under the documents evidencing the Most Senior Loan) and upon receipt by Borrowers or any of the other Loan Parties of written notice (the "Default Notice") from the Most Senior Lender (or from Agent) concerning such Event of Default or resulting Event of Default: (i) No no direct or indirect payment or prepayment in cash, property or securities, by set-off or otherwise, shall be made or agreed to be made by any Loan Party the Borrower or accepted by the Subordinated Lender on account of the principal of, premium or interest on, or any Junior other amounts in respect of the Subordinated Indebtedness, and the Borrower shall not segregate or hold in trust money for any such payment or distribution, unless and until Subordinated Xxxxxx has received a written notice from the Senior Lender that the Default or Event of Default has been cured or waived by Senior Xxxxxx, and thereafter Subordinated Lender shall be entitled to the payment of suspended payments of the Subordinated Indebtedness from Borrower, to the extent permitted as an Allowed Payment under Section 5 hereof, provided that no Event of Default will result from the making of such payments by Xxxxxxxx. (B) In the event that the Borrower shall make or Subordinated Lender shall collect any payment on account of the principal of, premium or interest on or any other amounts due under the Subordinated Loan Documents or Indebtedness in respect contravention of any redemption, retirement or acquisition of any of the indebtedness evidencing or due under the Subordinated Loan Documents, and none of the Loan Parties shall segregate or hold in trust money for any such payment or distribution, unless and until Borrowers or the applicable Loan Parties have received a written notice from the Most Senior Lender (or from Agent) that all defaults referred to in such Default Notice have been cured or waived by the Most Senior Lender (or by Agent). The period from the giving of a Default Notice by the Most Senior Lender (or by Agent) until such time as all defaults referred to in such Default Notice have been cured or waived shall be referred to herein as the "Payment Prohibition Period." The Most Senior Lender and the applicable Loan Party receiving the Default Notice agree to promptly deliver a copy of the Default Notice to each of the Junior Lenders; provided, however, that the failure to promptly deliver a copy of the Default Notice to the Junior Lenders shall not limit the rights of the Most Senior Lender and Agent to enforce the prohibition upon payments set forth in this Section 6(A); provided further, that if any Junior Lender receives a regularly scheduled payment that gives rise to an Event of Default at a time when such Junior Lender has not received a copy of a Default Notice, then such Junior Lender shall be entitled to retain such payment. (ii) If, notwithstanding the provisions of this Agreement, any payment or distribution of any character (whether in cash, securities or other property) or any security shall be received by any Junior Lender during a Payment Prohibition Period, and before the entire principal amount of, and all interest on, and all other amounts in respect of, the Senior Indebtedness shall have been finally paid in full6, such payment, distribution or security shall not be commingled with any asset of the receiving Junior Lender, but shall be held in trust for the benefit of, and payments shall be paid over or and delivered and transferred to, to the Most Senior Lender (or to Agent) for application to the payment of all Senior Indebtedness remaining unpaid, until the principal amount of, and all interest (including interest thereon accruing after the commencement of any bankruptcy proceedings) and premium on, and all other amounts owed in respect of, the Senior Indebtedness shall have been paid in fullimmediately upon receipt thereof. (BC) In the event that any failure of any Loan Party the Borrower to make or any Junior the Subordinated Lender to receive any payment with respect to the Subordinated Indebtedness, Indebtedness as a result of the provisions of this Section 6, 6 shall be deemed a default under the Subordinated Loan Documents of such Junior LenderDocuments, such event shall not give rise to any right on behalf of the applicable Junior Subordinated Lender to exercise any Junior Subordinated Lender Remedies, any provision of the Subordinated Loan Documents to the contrary notwithstanding, except as is specifically permitted pursuant to Section 6(C) below. Each Junior Lender shall, however, be entitled to accrue interest at any post default rate which may be applicable under such Junior Lender’s Subordinated Loan Documents during any Payment Prohibition Period, and shall be entitled to add the amount of such accrued, unpaid default interest to the then outstanding principal balance of the applicable Subordinated Indebtedness. Any missed payments of principal resulting from a Payment Prohibition Period shall be deemed added as additional installments following the final maturity of the applicable Subordinated Indebtedness, and the Subordinated Loan Documents of each Junior Lender shall be deemed amended to extend the term of such Subordinated Indebtedness for that number of payment installment periods necessary for the applicable Loan Party to fully amortize the remaining principal installments that were deferred as a result of a Payment Prohibition Period7. (C) The remaining provisions of this Section 6 to the contrary notwithstanding, at any time when a Payment Prohibition Period has been in effect for more than nine (9) consecutive months, Tier 6 Junior Lender shall be entitled to exercise his judicial remedies (being those remedies described in clause (E) of the definition of Junior Lender Remedies), to institute a lawsuit, commence legal action, and otherwise enforce through the courts, against Holdings, the rights of Tier 6 Junior Lender under his applicable Subordinated Loan Documents; provided, however, that if (i) the Most Senior Lender (or Agent) agrees to terminate the Payment Prohibition Period as to Tier 6 Junior Lender (each other Lender hereby consenting to any such termination) and (ii) Holdings pays or causes to be paid to Tier 6 Junior Lender, within thirty (30) days after the date the Most Senior Lender (or Agent) terminates the Payment Prohibition Period, all amounts that came due but were not paid to Tier 6 Junior Lender during the Payment Prohibition Period, then upon such payment Tier 6 Junior Lender's rights under this Section 6(C) shall be suspended until the next failure of Holdings to pay amounts due on the Tier 6 Loan. Notwithstanding that Tier 6 Junior Lender would be entitled to exercise his judicial remedies in the circumstances described in this Section 6(C), any such exercise shall continue to be subject to the terms of this Agreement with respect to the rights of any More Senior Lender.

Prohibition on Payments. (A) The foregoing provisions of Section 5 to the contrary notwithstanding, upon the happening failure of Borrower to satisfy any Event of Default (or if the making of Required Condition applicable to any payment otherwise permitted pursuant to Section 5 above would result in an Event of Default) under and as defined in the Senior Credit Agreement (orAllowed Payment(s), if the Senior Loan has been paid in full, under the documents evidencing the Most Senior Loan) and upon receipt by Borrowers or any of the other Loan Parties Subordinated Lender of written notice thereof (the a "Default Blockage Notice") from the Most Senior Lender (or from Agent) concerning such Event of Default or resulting Event of Default: (i) No Lender, no direct or indirect payment in cash, property property, securities or securitiesanything of value, by set-set off or otherwiseotherwise with respect to such Allowed Payment(s), shall be made or agreed to be made by any Loan Party Borrower or accepted by any Junior Subordinated Lender subsequent to the issuance of a Blockage Notice on account of the principal of, premium or interest on or any other amounts due under the Subordinated Loan Documents or in respect of any redemption, retirement or acquisition of any of the indebtedness Subordinated Indebtedness evidencing or due under the Subordinated Loan Documents, Documents and none of the Loan Parties Borrower shall not segregate or hold in trust money for any such payment or distribution. Upon notice from Senior Lender rescinding the Blockage Notice, Subordinated Lender shall be entitled to the immediate payment in full of all suspended payments of the Subordinated Indebtedness but only to the extent permitted by Section 5 (including satisfaction of the applicable Required Conditions). (B) The foregoing provisions of Section 6(A) to the contrary notwithstanding, if the Blockage Notice relates solely to an Event of Default or Incipient Default (other than an Event of Default or Incipient Default under Section 10.1(a) of the Loan Agreement), no direct or indirect payment in cash, property, securities or anything of value, by set off or otherwise, shall be made or agreed to be made by Borrower or accepted by Subordinated Lender subsequent to the issuance of a Blockage Notice on account of any amounts due under the Subordinated Loan Documents or in respect of any redemption, retirement or acquisition of any of the Subordinated Indebtedness evidencing or due under the Subordinated Loan Documents and Borrower shall not segregate or hold in trust money for any such payment or distribution unless and until Borrowers or the applicable Loan Parties have earliest of the following to occur has occurred: (i) Subordinated Lender has received a written notice from the Most Senior Lender (or from Agent) that all defaults such Event of Default referred to in such Default Blockage Notice have has been cured or waived by the Most Senior Lender (which notice Senior Lender agrees to promptly forward), or (ii) the expiration of one hundred eighty (180) days following the giving of the Blockage Notice (or, if the Blockage Notice given by Agent). The Senior Lender is the result of an Incipient Default, the date such Incipient Default ceases to exist if such date is earlier than the expiration of one hundred eighty (180) days) (the period from the giving date the Blockage Notice is given to the earlier to occur of a Default Notice by the Most Senior Lender applicable events described in clauses (or by Agenti) until such time as all defaults referred to in such Default Notice have been cured or waived and (ii) of this sentence shall be referred to herein as the "Payment Prohibition Standstill Period." The Most "). Upon the expiration of the Standstill Period, Subordinated Lender shall be entitled, notwithstanding anything herein to the contrary, to the immediate payment in full of all suspended payments of the Subordinated Indebtedness but only to the extent permitted by Section 5 (including satisfaction of the applicable Required Conditions) and, subject to Section 7(B), Subordinated Lender shall further be entitled to seek enforcement, collection, or realization on such suspended payments of the Subordinated Indebtedness if said suspended payments are not immediately so paid by Borrower. Senior Lender and may issue a Blockage Notice not less than thirty (30) days after the applicable Loan Party receiving the Default Notice agree to promptly deliver a copy expiration of the Default Notice to each of the Junior Lenders; provided, however, that the failure to promptly deliver a copy of the Default Notice to the Junior Lenders shall not limit the rights of the Most Senior Lender and Agent to enforce the prohibition upon payments set forth in this Section 6(A)any Standstill Period; provided further, that if such Blockage Notice is not with respect to any Junior Lender receives a regularly scheduled payment that gives rise to an Event of Default at a time when such Junior Lender has not received a copy of a or Incipient Default Notice, then such Junior Lender shall be entitled to retain such paymentin existence on the date the immediately preceding Blockage Notice was issued. (iiC) If, notwithstanding the provisions of this Agreement, Should any payment or distribution of any character (whether in cash, securities or other property) security or any security shall instrument or proceeds thereof be received by any Junior the Subordinated Lender during a any Standstill Period or at any time at which such payment or distribution is prohibited by the terms of this Agreement upon or with respect to the Subordinated Indebtedness or any other obligations of Borrower to the Subordinated Lender prior to the Final Payment Prohibition Periodof all of the Senior Indebtedness, Subordinated Lender shall receive and hold the same in trust, as trustee, for the benefit of Senior Lender, and before shall forthwith deliver the entire principal amount ofsame to Senior Lender, and all interest onin precisely the form received (except for the endorsement or assignment of the Subordinated Lender where necessary), and all other amounts in respect offor application on any of the Senior Indebtedness, due or not due, and, until so delivered, the Senior Indebtedness shall have been finally paid in full, such payment, distribution or security shall not be commingled with any asset of the receiving Junior Lender, but same shall be held in trust for by the benefit of, and shall be paid over or delivered and transferred to, Subordinated Lender as the Most Senior Lender (or to Agent) for application to the payment property of all Senior Indebtedness remaining unpaid, until the principal amount of, and all interest (including interest thereon accruing after the commencement of any bankruptcy proceedings) and premium on, and all other amounts owed in respect of, the Senior Indebtedness shall have been paid in fullLender. In the event of the failure of the Subordinated Lender to make any such endorsement or assignment to Senior Lender, Senior Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same. (BD) In the event that any failure of any Loan Party Borrower to make or any Junior of Subordinated Lender to receive any payment with respect to the Subordinated Indebtedness, Indebtedness as a result of the provisions of this Section 6, Sections 5 and 6 shall be deemed a default under the any Subordinated Loan Documents of such Junior LenderDocument, such event shall not give rise to any right on behalf of the applicable Junior Subordinated Lender to exercise any Junior Lender Remediesremedies otherwise available to it in respect of the Subordinated Indebtedness unless otherwise permitted by the terms of this Agreement, any provision of the any Subordinated Loan Documents Document to the contrary notwithstanding, except as is specifically permitted pursuant to Section 6(C) below. Each Junior Lender shall, however, be entitled to accrue interest at any post default rate which may be applicable under such Junior Lender’s Subordinated Loan Documents during any Payment Prohibition Period, and shall be entitled to add the amount of such accrued, unpaid default interest to the then outstanding principal balance of the applicable Subordinated Indebtedness. Any missed payments of principal resulting from a Payment Prohibition Period shall be deemed added as additional installments following the final maturity of the applicable Subordinated Indebtedness, and the Subordinated Loan Documents of each Junior Lender shall be deemed amended to extend the term of such Subordinated Indebtedness for that number of payment installment periods necessary for the applicable Loan Party to fully amortize the remaining principal installments that were deferred as a result of a Payment Prohibition Period. (C) The remaining provisions of this Section 6 to the contrary notwithstanding, at any time when a Payment Prohibition Period has been in effect for more than nine (9) consecutive months, Tier 6 Junior Lender shall be entitled to exercise his judicial remedies (being those remedies described in clause (E) of the definition of Junior Lender Remedies), to institute a lawsuit, commence legal action, and otherwise enforce through the courts, against Holdings, the rights of Tier 6 Junior Lender under his applicable Subordinated Loan Documents; provided, however, that if (i) the Most Senior Lender (or Agent) agrees to terminate the Payment Prohibition Period as to Tier 6 Junior Lender (each other Lender hereby consenting to any such termination) and (ii) Holdings pays or causes to be paid to Tier 6 Junior Lender, within thirty (30) days after the date the Most Senior Lender (or Agent) terminates the Payment Prohibition Period, all amounts that came due but were not paid to Tier 6 Junior Lender during the Payment Prohibition Period, then upon such payment Tier 6 Junior Lender's rights under this Section 6(C) shall be suspended until the next failure of Holdings to pay amounts due on the Tier 6 Loan. Notwithstanding that Tier 6 Junior Lender would be entitled to exercise his judicial remedies in the circumstances described in this Section 6(C), any such exercise shall continue to be subject to the terms of this Agreement with respect to the rights of any More Senior Lender.

Prohibition on Payments. (Aa) The foregoing Notwithstanding the provisions of Section 5 to the contrary notwithstandingabove, upon the happening of any Event of Default (or if the making of any payment otherwise permitted pursuant to Section 5 above would result in an Event of Default) under and as defined in the Senior Credit Agreement (orLoan Agreement, if the Senior Loan has been paid in full, under the documents evidencing the Most Senior Loan) and upon receipt by Borrowers or any of the other Loan Parties of written notice (the "Default Notice") from the Most Senior Lender (or from Agent) concerning such Event of Default or resulting Event of Default: (i) No no direct or indirect payment or prepayment in cash, property or securities, by set-off or otherwise, shall be made or agreed to be made by any Loan Party the Borrower or accepted by the Subordinated Lender on account of the principal of, premium or interest on, or any Junior other amounts in respect of the Subordinated Indebtedness, and the Borrower shall not segregate or hold in trust money for any such payment or distribution, unless and until Subordinated Lender has received a written notice from the Senior Lender that the Event of Default has been cured or waived by Senior Lender, and thereafter Subordinated Lender shall be entitled to the payment of suspended payments of the Subordinated Indebtedness from Borrower, to the extent permitted as an Allowed Payment under Section 5 hereof, provided that no Event of Default will result from the making of such payments by Borrower. (b) In the event that the Borrower shall make or Subordinated Lender shall collect any payment on account of the principal of, premium or interest on or any other amounts due under the Subordinated Loan Documents or Indebtedness in respect contravention of any redemption, retirement or acquisition of any of the indebtedness evidencing or due under the Subordinated Loan Documents, and none of the Loan Parties shall segregate or hold in trust money for any such payment or distribution, unless and until Borrowers or the applicable Loan Parties have received a written notice from the Most Senior Lender (or from Agent) that all defaults referred to in such Default Notice have been cured or waived by the Most Senior Lender (or by Agent). The period from the giving of a Default Notice by the Most Senior Lender (or by Agent) until such time as all defaults referred to in such Default Notice have been cured or waived shall be referred to herein as the "Payment Prohibition Period." The Most Senior Lender and the applicable Loan Party receiving the Default Notice agree to promptly deliver a copy of the Default Notice to each of the Junior Lenders; provided, however, that the failure to promptly deliver a copy of the Default Notice to the Junior Lenders shall not limit the rights of the Most Senior Lender and Agent to enforce the prohibition upon payments set forth in this Section 6(A); provided further, that if any Junior Lender receives a regularly scheduled payment that gives rise to an Event of Default at a time when such Junior Lender has not received a copy of a Default Notice, then such Junior Lender shall be entitled to retain such payment. (ii) If, notwithstanding the provisions of this Agreement, any payment or distribution of any character (whether in cash, securities or other property) or any security shall be received by any Junior Lender during a Payment Prohibition Period, and before the entire principal amount of, and all interest on, and all other amounts in respect of, the Senior Indebtedness shall have been finally paid in full6, such payment, distribution or security shall not be commingled with any asset of the receiving Junior Lender, but shall be held in trust for the benefit of, and payments shall be paid over or and delivered and transferred to, to the Most Senior Lender (or to Agent) for application to the payment of all Senior Indebtedness remaining unpaid, until the principal amount of, and all interest (including interest thereon accruing after the commencement of any bankruptcy proceedings) and premium on, and all other amounts owed in respect of, the Senior Indebtedness shall have been paid in fullimmediately upon receipt thereof. (Bc) In the event that any failure of any Loan Party the Borrower to make or any Junior the Subordinated Lender to receive any payment with respect to the Subordinated Indebtedness, Indebtedness as a result of the provisions of this Section 6, 6 shall be deemed a default under the Subordinated Loan Documents of such Junior LenderDocuments, such event shall not give rise to any right on behalf of the applicable Junior Subordinated Lender to exercise any Junior Subordinated Lender Remedies, any provision of the Subordinated Loan Documents to the contrary notwithstanding, except as is specifically permitted pursuant to Section 6(C) below. Each Junior Lender shall, however, be entitled to accrue interest at any post default rate which may be applicable under such Junior Lender’s Subordinated Loan Documents during any Payment Prohibition Period, and shall be entitled to add the amount of such accrued, unpaid default interest to the then outstanding principal balance of the applicable Subordinated Indebtedness. Any missed payments of principal resulting from a Payment Prohibition Period shall be deemed added as additional installments following the final maturity of the applicable Subordinated Indebtedness, and the Subordinated Loan Documents of each Junior Lender shall be deemed amended to extend the term of such Subordinated Indebtedness for that number of payment installment periods necessary for the applicable Loan Party to fully amortize the remaining principal installments that were deferred as a result of a Payment Prohibition Period. (C) The remaining provisions of this Section 6 to the contrary notwithstanding, at any time when a Payment Prohibition Period has been in effect for more than nine (9) consecutive months, Tier 6 Junior Lender shall be entitled to exercise his judicial remedies (being those remedies described in clause (E) of the definition of Junior Lender Remedies), to institute a lawsuit, commence legal action, and otherwise enforce through the courts, against Holdings, the rights of Tier 6 Junior Lender under his applicable Subordinated Loan Documents; provided, however, that if (i) the Most Senior Lender (or Agent) agrees to terminate the Payment Prohibition Period as to Tier 6 Junior Lender (each other Lender hereby consenting to any such termination) and (ii) Holdings pays or causes to be paid to Tier 6 Junior Lender, within thirty (30) days after the date the Most Senior Lender (or Agent) terminates the Payment Prohibition Period, all amounts that came due but were not paid to Tier 6 Junior Lender during the Payment Prohibition Period, then upon such payment Tier 6 Junior Lender's rights under this Section 6(C) shall be suspended until the next failure of Holdings to pay amounts due on the Tier 6 Loan. Notwithstanding that Tier 6 Junior Lender would be entitled to exercise his judicial remedies in the circumstances described in this Section 6(C), any such exercise shall continue to be subject to the terms of this Agreement with respect to the rights of any More Senior Lender.

Prohibition on Payments. (A) The foregoing Notwithstanding the provisions of Section 5 to the contrary notwithstandingabove, upon the happening of any Event of Default (or if the making of any payment otherwise permitted pursuant to Section 5 above would result in an Event of Default) under and as defined in the Senior Credit Agreement (orLoan Agreement, if the Senior Loan has been paid in full, under the documents evidencing the Most Senior Loan) and upon receipt by Borrowers or any of the other Loan Parties Subordinated Lender of written notice thereof (the "Default Notice") from the Most Senior Lender (or from Agent) concerning such Event of Default or resulting Event of Default: (i) No Lender, no direct or indirect payment or prepayment in cash, property or securities, by set-off or otherwise, shall be made or agreed to be made by any Loan Party the Borrower or accepted by the Subordinated Lender on account of the principal of. premium or interest on, or any Junior other amounts in respect of the Subordinated Indebtedness, and the Borrower shall not segregate or hold in trust money for any such payment or distribution, unless and until the Subordinated Lender has received a written notice from the Senior Lender that the default referred to in such Default Notice has been cured or waived by Senior Lender, and thereafter Subordinated Lender shall be entitled to the payment of suspended payments of the Subordinated Indebtedness from Borrower, to the extent permitted as an Allowed Payment under Section 5 hereof, provided that no Event of Default will result from the making of such payments by Borrower. (B) In the event that the Borrower shall make or Subordinated Lender shall collect any payment on account of the principal of, premium or interest on or any other amounts due under the Subordinated Loan Documents or Indebtedness in respect contravention of any redemption, retirement or acquisition of any of the indebtedness evidencing or due under the Subordinated Loan Documents, and none of the Loan Parties shall segregate or hold in trust money for any such payment or distribution, unless and until Borrowers or the applicable Loan Parties have received a written notice from the Most Senior Lender (or from Agent) that all defaults referred to in such Default Notice have been cured or waived by the Most Senior Lender (or by Agent). The period from the giving of a Default Notice by the Most Senior Lender (or by Agent) until such time as all defaults referred to in such Default Notice have been cured or waived shall be referred to herein as the "Payment Prohibition Period." The Most Senior Lender and the applicable Loan Party receiving the Default Notice agree to promptly deliver a copy of the Default Notice to each of the Junior Lenders; provided, however, that the failure to promptly deliver a copy of the Default Notice to the Junior Lenders shall not limit the rights of the Most Senior Lender and Agent to enforce the prohibition upon payments set forth in this Section 6(A); provided further, that if any Junior Lender receives a regularly scheduled payment that gives rise to an Event of Default at a time when such Junior Lender has not received a copy of a Default Notice, then such Junior Lender shall be entitled to retain such payment. (ii) If, notwithstanding the provisions of this Agreement, any payment or distribution of any character (whether in cash, securities or other property) or any security shall be received by any Junior Lender during a Payment Prohibition Period, and before the entire principal amount of, and all interest on, and all other amounts in respect of, the Senior Indebtedness shall have been finally paid in full6, such payment, distribution or security shall not be commingled with any asset of the receiving Junior Lender, but shall be held in trust for the benefit of, and payments shall be paid over or and delivered and transferred to, to the Most Senior Lender (or to Agent) for application to the payment of all Senior Indebtedness remaining unpaid, until the principal amount of, and all interest (including interest thereon accruing after the commencement of any bankruptcy proceedings) and premium on, and all other amounts owed in respect of, the Senior Indebtedness shall have been paid in fullimmediately upon receipt thereof. (BC) In the event that any failure of any Loan Party the Borrower to make or any Junior the Subordinated Lender to receive any payment with respect to the Subordinated Indebtedness, Indebtedness as a result of the provisions of this Section 6, 6 shall be deemed a default under the Subordinated Loan Documents of such Junior LenderDocuments, such event shall not give rise to any right on behalf of the applicable Junior Subordinated Lender to exercise any Junior Subordinated Lender Remedies, any provision of the Subordinated Loan Documents to the contrary notwithstanding, except as is specifically permitted pursuant to Section 6(C) below. Each Junior Lender shall, however, be entitled to accrue interest at any post default rate which may be applicable under such Junior Lender’s Subordinated Loan Documents during any Payment Prohibition Period, and shall be entitled to add the amount of such accrued, unpaid default interest to the then outstanding principal balance of the applicable Subordinated Indebtedness. Any missed payments of principal resulting from a Payment Prohibition Period shall be deemed added as additional installments following the final maturity of the applicable Subordinated Indebtedness, and the Subordinated Loan Documents of each Junior Lender shall be deemed amended to extend the term of such Subordinated Indebtedness for that number of payment installment periods necessary for the applicable Loan Party to fully amortize the remaining principal installments that were deferred as a result of a Payment Prohibition Period. (C) The remaining provisions of this Section 6 to the contrary notwithstanding, at any time when a Payment Prohibition Period has been in effect for more than nine (9) consecutive months, Tier 6 Junior Lender shall be entitled to exercise his judicial remedies (being those remedies described in clause (E) of the definition of Junior Lender Remedies), to institute a lawsuit, commence legal action, and otherwise enforce through the courts, against Holdings, the rights of Tier 6 Junior Lender under his applicable Subordinated Loan Documents; provided, however, that if (i) the Most Senior Lender (or Agent) agrees to terminate the Payment Prohibition Period as to Tier 6 Junior Lender (each other Lender hereby consenting to any such termination) and (ii) Holdings pays or causes to be paid to Tier 6 Junior Lender, within thirty (30) days after the date the Most Senior Lender (or Agent) terminates the Payment Prohibition Period, all amounts that came due but were not paid to Tier 6 Junior Lender during the Payment Prohibition Period, then upon such payment Tier 6 Junior Lender's rights under this Section 6(C) shall be suspended until the next failure of Holdings to pay amounts due on the Tier 6 Loan. Notwithstanding that Tier 6 Junior Lender would be entitled to exercise his judicial remedies in the circumstances described in this Section 6(C), any such exercise shall continue to be subject to the terms of this Agreement with respect to the rights of any More Senior Lender.

Prohibition on Payments. (A) The foregoing provisions of Section 5 to the contrary notwithstanding, upon the happening of any Event of Default (or if any Incipient Default under Section 8.1.6 of the making of any payment otherwise permitted pursuant to Section 5 above would result in an Event of Default) Loan Agreement under and as defined in the Senior Credit Loan Agreement (or, if the Senior Loan has been paid in full, under the documents evidencing the Most Senior Loan) and upon receipt by Borrowers or any of the other Loan Parties Subordinated Lender of written notice (the "Default Notice") from the Most Senior Lender (or from Agent) concerning such Event of Default or resulting Event of Default: (i) No Lender, no direct or indirect payment in cash, property or securities, by set-off setoff or otherwise, shall be made or agreed to be made by any Loan Party the Borrower or accepted by any Junior the Subordinated Lender on account of the principal of, premium or interest on or any other amounts due under the Subordinated Loan Documents or in respect of any redemption, retirement or acquisition of any of the indebtedness evidencing or due under the Subordinated Loan Documents, Documents and none of the Loan Parties Borrower shall not segregate or hold in trust money for any such payment or distribution, unless and until Borrowers or the applicable Loan Parties have earliest of the following to occur has occurred: (i) Subordinated Lender has received a written notice from the Most Senior Lender (or from Agent) that all defaults the default referred to in such Default Notice have has been cured or waived by Senior Lender, or (ii) the Most Senior Lender expiration of 180 days following the giving of the Default Notice (or by Agent). The the period from the giving of a date the Default Notice by is given to the Most Senior Lender earlier to occur of the events described in clauses (or by Agenti) until such time as all defaults referred to in such Default Notice have been cured or waived and (ii) of this sentence shall be referred to herein as the "Payment Prohibition Standstill Period." The Most "). Senior Lender and the applicable Loan Party receiving the shall not be entitled to give a Default Notice agree to promptly deliver a copy more than one time in any 360 day period. Upon the expiration of the Default Notice to each of Standstill Period, the Junior Lenders; provided, however, that the failure to promptly deliver a copy of the Default Notice to the Junior Lenders shall not limit the rights of the Most Senior Lender and Agent to enforce the prohibition upon payments set forth in this Section 6(A); provided further, that if any Junior Lender receives a regularly scheduled payment that gives rise to an Event of Default at a time when such Junior Lender has not received a copy of a Default Notice, then such Junior Subordinated Lender shall be entitled, notwithstanding anything herein to the contrary, to the immediate payment in full of all suspended payments of the Subordinated Indebtedness to the fullest extent permitted by Section 5, and the Subordinated Lender shall further be entitled to retain seek enforcement, collection, or realization on such payment. (ii) If, notwithstanding the provisions of this Agreement, any payment or distribution of any character (whether in cash, securities or other property) or any security shall be received by any Junior Lender during a Payment Prohibition Period, and before the entire principal amount of, and all interest on, and all other amounts in respect of, the Senior Indebtedness shall have been finally paid in full, such payment, distribution or security shall not be commingled with any asset suspended payments of the receiving Junior Lender, but shall be held in trust for the benefit of, and shall be Subordinated Indebtedness if said suspended payments are not immediately so paid over or delivered and transferred to, the Most Senior Lender (or to Agent) for application to the payment of all Senior Indebtedness remaining unpaid, until the principal amount of, and all interest (including interest thereon accruing after the commencement of any bankruptcy proceedings) and premium on, and all other amounts owed in respect of, the Senior Indebtedness shall have been paid in fullby Borrower. (B) In the event that the Borrower shall make or Subordinated Lender shall collect any payment on account of the principal of, premium or interest on or any other amounts due under the Subordinated Indebtedness in contravention of this Section 6, such payments shall be held in trust and paid over and delivered to the Senior Lender. (C) In the event that any failure of any Loan Party the Borrower to make or any Junior the Subordinated Lender to receive any payment with respect to the Subordinated Indebtedness, Indebtedness as a result of the provisions provision of this Section 6, 6 shall be deemed a default under the Subordinated Loan Documents of such Junior LenderDocuments, such event shall not give rise to any right on behalf of the applicable Junior Subordinated Lender to exercise any Junior Lender Remediesremedies otherwise available to it, any provision of the Subordinated Loan Documents to the contrary notwithstanding, except as is specifically permitted pursuant to Section 6(C) below. Each Junior Lender shall, however, be entitled to accrue interest at any post default rate which may be applicable under such Junior Lender’s Subordinated Loan Documents during any Payment Prohibition Period, and shall be entitled to add until the amount of such accrued, unpaid default interest to the then outstanding principal balance expiration of the applicable Subordinated Indebtedness. Any missed payments of principal resulting from a Payment Prohibition Standstill Period shall be deemed added (unless earlier permitted as additional installments following the final maturity of the applicable Subordinated Indebtedness, and the Subordinated Loan Documents of each Junior Lender shall be deemed amended to extend the term of such Subordinated Indebtedness for that number of payment installment periods necessary for the applicable Loan Party to fully amortize the remaining principal installments that were deferred as a result of a Payment Prohibition Periodprovided in Section 7). (CD) The remaining provisions of this Section 6 to the contrary notwithstanding, at any time when a Payment Prohibition Period has been in effect for more than nine (9) consecutive months, Tier 6 Junior Before Senior Lender shall be entitled to exercise his judicial remedies give a Default Notice on account of an Event of Default or an Incipient Default (being those remedies described in clause (E) except for an Event of the definition of Junior Lender Remedies), to institute a lawsuit, commence legal action, and otherwise enforce through the courts, against Holdings, the rights of Tier 6 Junior Lender under his applicable Subordinated Loan Documents; provided, however, that if (i) the Most Senior Lender (Default or Agent) agrees to terminate the Payment Prohibition Period as to Tier 6 Junior Lender (each other Lender hereby consenting to any such termination) and (ii) Holdings pays or causes to be paid to Tier 6 Junior Lender, within thirty (30) days after the date the Most Senior Lender (or Agent) terminates the Payment Prohibition Period, all amounts that came due but were not paid to Tier 6 Junior Lender during the Payment Prohibition Period, then upon such payment Tier 6 Junior Lender's rights under this Section 6(C) shall be suspended until the next failure of Holdings to pay amounts due on the Tier 6 Loan. Notwithstanding that Tier 6 Junior Lender would be entitled to exercise his judicial remedies in the circumstances described in this Section 6(C), any such exercise shall continue to be subject to the terms of this Agreement with respect to the rights of any More Senior Lender.Incipient Default arising