Common use of Payment Restrictions Regarding Second Lien Debt Clause in Contracts

Payment Restrictions Regarding Second Lien Debt. Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that, prior to the Discharge of First Lien Debt, Second Lien Agent and the other Second Lien Secured Parties shall not have any right to receive payment on account of the Second Lien Debt other than Permitted Second Lien Payments as and when due. Except as set forth in the immediately preceding sentence, and notwithstanding the terms of the Second Lien Documents, Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that it will not accept any Distribution (other than Reorganization Subordinated Securities) with respect to the Second Lien Debt until the Discharge of First Lien Obligations. Each Grantor may resume making Permitted Second Lien Payments pursuant to clauses (a) and (b) of the definition of Permitted Second Lien Payments and clause (i) of the definition of Second Lien Agent Payments (and may make any such Permitted Second Lien Payments missed due to the application of this Section 3.1 hereof) at any time that such payments are not prohibited by the provisos within clauses (a) and (b) of the definition of Permitted Second Lien Payments or the exception within clause (ii) of the definition of Second Lien Agent Payments, as applicable. For the avoidance of doubt, nothing herein shall limit or impair (x) the ability of the Second Lien Secured Parties to convert the Second Lien Debt into equity interests of the Borrower in accordance with the Second Lien Documents, and in connection with such conversion, to receive payments in cash solely with respect to fractional equity interests that cannot otherwise be converted into equity interests of the Borrower in accordance with the Second Lien Documents; provided, however, that in the event that any such cash payment(s) on account of fractional equity interests would cause the aggregate amount of such cash payments in any fiscal year to exceed $1,000,000, Grantors shall provide First Lien Agent and Second Lien Agent with written notice prior to the making of any such payment(s) and such payment(s) shall be subject to satisfaction of the conditions set forth in clause (b) of the definition of “Permitted Second Lien Payments” with respect to Second Lien Other Payments; or (y) the right of any Second Lien Holder to trade, sell or otherwise dispose of any Second Lien Debt to any Person (other than a Grantor or any Subsidiary (as defined in the Indenture) of any Grantor) (such transaction a “Second Lien Trade”), and to accept and retain any cash or other consideration (other than from a Grantor or any Subsidiary (as defined in the Indenture) of any Grantor) in connection with any such Second Lien Trade.

Payment Restrictions Regarding Second Lien Debt. Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that, prior to the Discharge of First Lien Debt, Second Lien Agent and the other Second Lien Secured Parties shall not have any right to receive payment on account of the Second Lien Debt other than Permitted Second Lien Payments as and when due. Except as set forth in the immediately preceding sentence, and notwithstanding the terms of the Second Lien Documents, Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, hereby agrees that it will not accept any Distribution (other than Reorganization Subordinated Securities) with respect to the Second Lien Debt until the Discharge of First Lien Obligations. Each Grantor may resume making Permitted Second Lien Payments pursuant to clauses (a) and (b) of the definition of Permitted Second Lien Payments and clause (i) of the definition of Second Lien Agent Payments (and may make any such Permitted Second Lien Payments missed due to the application of this Section 3.1 hereof) at any time that such payments are not prohibited by the provisos within clauses (a) and (b) of the definition of Permitted Second Lien Payments or the exception within clause (ii) of the definition of Second Lien Agent Payments, as applicable. For the avoidance of doubt, nothing herein shall limit or impair (x) the ability of the Second Lien Secured Parties to convert the Second Lien Debt into equity interests of the Borrower in accordance with the Second Lien Documents, and in connection with such conversion, to receive payments in cash solely with respect to fractional equity interests that cannot otherwise be converted into equity interests of the Borrower in accordance with the Second Lien Documents; provided, however, that in the event that any such cash payment(s) on account of fractional equity interests would cause the aggregate amount of such cash payments in any fiscal year to exceed $1,000,0001,000,000500,000, Grantors shall provide First Lien Agent and Second Lien Agent with written notice prior to the making of any such payment(s) and such payment(s) shall be subject to satisfaction of the conditions set forth in clause (b) of the definition of “Permitted Second Lien Payments” with respect to Second Lien Other Payments; or (y) the right of any Second Lien Holder to trade, sell or otherwise dispose of any Second Lien Debt to any Person (other than a Grantor or any Subsidiary (as defined in the Indenture) of any Grantor) (such transaction a “Second Lien Trade”), and to accept and retain any cash or other consideration (other than from a Grantor or any Subsidiary (as defined in the Indenture) of any Grantor) in connection with any such Second Lien Trade.