Common use of DEFAULT ON DESIGNATED GUARANTOR SENIOR DEBT Clause in Contracts

DEFAULT ON DESIGNATED GUARANTOR SENIOR DEBT. (a) In the event of and during the continuation of any default in the payment of principal of, interest or premium, if any, on any Guarantor Senior Debt, or any Obligation owing from time to time under or in respect of Guarantor Senior Debt, or in the event that any event of default (other than a payment default) with respect to any Guarantor Senior Debt shall have occurred and be continuing and shall have resulted in such Guarantor Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any Designated Senior Debt shall have occurred and be continuing permitting the holders of such Designated Senior Debt (or their Representative or Representatives) to declare such Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of any Subsidiary Guarantor on account of the Note Guarantees (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Guarantor Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the date the Subsidiary Guarantors and the Trustee receive written notice (a "Payment Notice") of such event of default specifically referring to this Article 12 (which notice shall be binding on the Trustee and the Holders of Note Guarantees as to the occurrence of such a payment default or nonpayment event of default) from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which the Trustee receives written notice from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives), as the case may be, stating that such Designated Senior Debt to which such default relates is paid in full or such default is cured or waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (C) the date on which the Trustee receives written notice from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives), as the case may be, terminating the Payment Blockage Period. During any consecutive 360-day period, the aggregate of all Payment Blockage Periods shall not exceed 179 days and there shall be a period of at least 181 consecutive days in each consecutive 360-day period when no Payment Blockage Period is in effect. No event of default which existed or was continuing with respect to the Guarantor Senior Debt to which notice commencing a Payment Blockage Period was given on the date such Payment Blockage Period commenced shall be or be made the basis for the commencement of any subsequent Payment Blockage Period unless such event of default is cured or waived for a period of not less than 90 consecutive days.

DEFAULT ON DESIGNATED GUARANTOR SENIOR DEBT. (a) In Upon the event of occurrence and during the continuation continuance of any default in the payment of principal of, interest or premium, if any, on any Obligation with respect to Designated Guarantor Senior DebtDebt of any Guarantor, when the same becomes due (whether due to lapse of time or any Obligation owing at maturity, whether by acceleration or otherwise), and after receipt by the Trustee and the Company from time to time under or in respect representatives of holders of such Designated Guarantor Senior DebtDebt of written notice of such default, no direct or in the event that any event of default indirect payments (other than a payment defaultpayments previously made from any defeasance trust created pursuant to Section 8.01 hereof) with respect by or on behalf of the Company of any kind or character (excluding distributions of Permitted Junior Securities of such Guarantor) on account of such Guarantor's Guarantee of the Notes unless and until such default had been cured or waived or has ceased to any exist or such Designated Guarantor Senior Debt shall have occurred been discharged or paid in full in cash or Cash Equivalents. In addition, upon the occurrence and be continuing and shall have resulted during the continuance of any other default in such respect of any Designated Guarantor Senior Debt becoming or being declared due of any Guarantor pursuant to which the maturity thereof may be accelerated (a "Guarantor Non-payment Default") and payable prior upon the earlier to occur of (a) the date on which it would otherwise have become due and payable, receipt by the Trustee from the representatives of holders of such Designated Guarantor Senior Debt of a written notice of such Guarantor Non-payment Default (a "Guarantor Payment Blockage Notice") or (b) if any event such Guarantor Non-payment Default results from the acceleration of default the Notes, the date of such acceleration, no payment (other than as described in clause payments previously made from any defeasance trust created pursuant to Section 8.01 hereof) or distribution of any assets of such Guarantor of any kind or character (aexcluding distributions of Permitted Junior Securities of such Guarantor) above with respect to any Designated Senior Debt may be made by such Guarantor on account of such Guarantor's Guarantee of the Notes for the period specified below (the "Guarantor Payment Blockage Period"). The Guarantor Payment Blockage Period shall have occurred and be continuing permitting commence upon the receipt of the Guarantor Payment Blockage Notice by the Trustee from the representatives of holders of such Designated Senior Debt (or their Representative or Representatives) to declare such Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of any Subsidiary Guarantor on account of the Note Guarantees (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Guarantor Senior Debt or such the date of the acceleration shall have been rescinded or annulled, or (y) referred to in case of any nonpayment event of default specified in clause (b), during the period (a "Payment Blockage Period") commencing on the date the Subsidiary Guarantors and the Trustee receive written notice (a "Payment Notice") of such event of default specifically referring to this Article 12 (which notice shall be binding on the Trustee and the Holders of Note Guarantees as to the occurrence of such a payment default or nonpayment event of default) from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which the Trustee receives written notice from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives)preceding paragraph, as the case may be, stating that and shall end on the earliest to occur of the following events (a) 179 days has elapsed since the receipt of such Guarantor Payment Blockage Notice or the date of such acceleration (provided such Designated Guarantor Senior Debt to which such default relates is paid in full or shall not theretofore have been accelerated), (b) such default is cured or waived in writing in accordance with the instruments governing or ceases to exist or such Designated Guarantor Senior Debt is discharged or paid in full in cash or Cash Equivalents (provided than no other Guarantor Non-payment Default has occurred and is then continuing after giving effect to such cure or waiver), or (c) such Guarantor Payment Blockage Period shall have been terminated by written notice to the holders of such Designated Senior Debt and (C) the date on which Company or the Trustee receives written notice from the Credit Agent (or other representatives of holders of Designated Guarantor Senior Debt or their Representative or Representatives), as the case may be, terminating the initiating such Guarantor Payment Blockage Period. During , after which such Guarantor shall promptly resume making any consecutive 360-day period, and all required payments in respect of its Guarantee of the aggregate of all Payment Blockage Periods shall not exceed 179 days and there shall be a period of at least 181 consecutive days in each consecutive 360-day period when no Payment Blockage Period is in effectNotes. No event of default which Guarantor Non-payment Default with respect to Designated Guarantor Senior Debt that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Debt to which notice commencing a initiating such Guarantor Payment Blockage Period was given on the date such Payment Blockage Period commenced shall be will be, or be can be, made the basis for of the commencement of any subsequent a second Guarantor Payment Blockage Period Period, unless such event of default is has been cured or waived for a period of not less than 90 30 consecutive days. In no event will a Guarantor Payment Blockage Period extend beyond 179 days from the receipt by the Trustee of the Guarantor Payment Blockage Notice or the date of the acceleration initiating such Guarantor Payment Blockage Period (provided that such Designated Guarantor Senior Debt shall not theretofore have been accelerated) and there must be at least a 186 consecutive day period in each 365-day period during which no Guarantor Payment Blockage Period is in effect.

DEFAULT ON DESIGNATED GUARANTOR SENIOR DEBT. The Subsidiary Guarantors shall not make any payment upon or in respect of the Subsidiary Guarantees (aexcept in Permitted Junior Securities or from the trust described under Article 8 hereof) In the event of and during the continuation of any if (i) a default in the payment of the principal of, interest or premium, if any, or interest on Designated Senior Debt occurs and is continuing beyond any Guarantor Senior Debt, applicable period of grace or (ii) any Obligation owing from time to time under or in respect of Guarantor Senior Debt, or in the event that any event of other default (other than a payment default) occurs and is continuing with respect to any Guarantor Senior Debt shall have occurred and be continuing and shall have resulted in such Guarantor Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any Designated Senior Debt shall have occurred that permits holders of such Designated Senior Debt to accelerate its maturity and be continuing permitting the Trustee receives a notice of such default (a "Payment Blockage Notice") from any Subsidiary Guarantor or the representative of the holders of such Designated Senior Debt Debt. Payments on the Subsidiary Guarantees may and shall be resumed (or their Representative or Representativesa) to declare such Designated Senior Debt due and payable prior to in the case of a payment default, upon the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of any Subsidiary Guarantor on account of the Note Guarantees (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Guarantor Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the date the Subsidiary Guarantors and the Trustee receive written notice (a "Payment Notice") of such event of default specifically referring to this Article 12 (which notice shall be binding on the Trustee and the Holders of Note Guarantees as to the occurrence of such a payment default or nonpayment event of default) from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which the Trustee receives written notice from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives), as the case may be, stating that such Designated Senior Debt to which such default relates is paid in full or such default is cured or waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (Cb) in case of a nonpayment default, the earlier of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of any Designated Senior Debt has been accelerated or (z) the date on which such Payment Blockage Period (as defined below) shall have been terminated by written notice to the Trustee receives written notice from the Credit Agent (or other representative of the holders of Designated Senior Debt or their Representative or Representatives), as the case may be, terminating the initiating such Payment Blockage Period. During any consecutive 360-day period, the aggregate number of all days in which payments due on the Notes may not be made as a result of nonpayment defaults on Designated Senior Debt (a "Payment Blockage Periods Period") shall not exceed 179 days days, and there shall be a period of at least 181 consecutive days in each consecutive 360-day period when during which no Payment Blockage Period is in effect. No event of nonpayment default which that existed or was continuing with respect to the Guarantor Senior Debt to which notice commencing a Payment Blockage Period was given on the date such of delivery of any Payment Blockage Period commenced Notice to the Trustee shall be be, or be made made, the basis for the commencement of any a subsequent Payment Blockage Period Notice unless such event of default is shall have been cured or waived for a period of not less than 90 consecutive days. SECTION 12.04.

DEFAULT ON DESIGNATED GUARANTOR SENIOR DEBT. (a) In the event of and during the continuation of No Guarantor may make any default in the payment of principal of, interest or premium, if any, on any Guarantor Senior Debt, or any Obligation owing from time to time under distribution upon or in respect of Guarantor Senior Debt, or in such Guarantor's Guarantee (except that Holders of Notes may receive and retain (a) Permitted Junior Securities and (b) payments made from the event that any event of default defeasance trust created pursuant to Article 8 hereof) if (other than i) a payment default) default with respect to any Designated Guarantor Senior Debt shall have occurred of such Guarantor occurs and be is continuing and shall have resulted in such or any other default on Designated Guarantor Senior Debt becoming or being declared due of such Guarantor occurs and payable prior to the date on which it would otherwise have become due and payable, maturity of such Designated Guarantor Senior Debt is accelerated in accordance with its terms or (bii) if any event of a non-payment default other than as described in clause (a) above occurs and is continuing with respect to any Designated Guarantor Senior Debt shall have occurred and be continuing permitting of such Guarantor that permits holders of such Designated Guarantor Senior Debt as to which such default relates to accelerate its maturity and, in the case of clause (ii) only, the Trustee receives a Payment Blockage Notice from the Company or the holders of such Designated Guarantor Senior Debt Debt. Such Guarantor may and shall resume payments on its Guarantee (or their Representative or Representativesa) to declare such Designated Senior Debt due and payable prior to in the case of a payment default, upon the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of any Subsidiary Guarantor on account of the Note Guarantees (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Guarantor Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the date the Subsidiary Guarantors and the Trustee receive written notice (a "Payment Notice") of such event of default specifically referring to this Article 12 (which notice shall be binding on the Trustee and the Holders of Note Guarantees as to the occurrence of such a payment default or nonpayment event of default) from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which the Trustee receives written notice from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives), as the case may be, stating that such Designated Senior Debt to which such default relates is paid in full or such default is cured or waived and, in writing in accordance with the instruments governing such case of Designated Guarantor Senior Debt by the holders of that has been accelerated, such Designated Senior Debt acceleration has been rescinded, and (Cb) in case of a non-payment default, the earlier of the date on which such non-payment default is cured or waived or 179 days after the date on which the Trustee receives written notice from applicable Payment Blockage Notice is received, unless the Credit Agent (or other holders maturity of any Designated Guarantor Senior Debt or their Representative or Representatives), as of such Guarantor has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and until 360 days have elapsed since the case may be, terminating initial effectiveness of the immediately prior Payment Blockage Period. During any consecutive 360-day period, the aggregate of all Payment Blockage Periods shall not exceed 179 days and there shall be a period of at least 181 consecutive days in each consecutive 360-day period when no Payment Blockage Period is in effectNotice. No event of non-payment default which that existed or was continuing with respect to the Guarantor Senior Debt to which notice commencing a Payment Blockage Period was given on the date such of delivery of any Payment Blockage Period commenced Notice to the Trustee shall be be, or be made made, the basis for the commencement of any a subsequent Payment Blockage Period Notice unless such event of default is shall have been cured or waived for a period of not less than 90 consecutive days.