Common use of Default on Designated Senior Indebtedness of a Guarantor Clause in Contracts

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain shares of stock and debt securities as contemplated by, and permitted under, Section 12.02(b)) (collectively, "pay its Senior Subordinated Guarantee") if (a) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that such Guarantor may pay its Senior Subordinated Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Senior Subordinated Guarantee for a period (a "Guarantee Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a "Guarantee Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee (with a copy to such Guarantor and the Company) from the Person or Persons who gave such Guarantee Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 12.02(b), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor may resume to paying its Senior Subordinated Guarantee after such Guarantee Payment Blockage Period, including any missed payments. Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period; provided, however, that if any Guarantee Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Guarantor other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Guarantee Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Guarantee Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or repurchaseand may not otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain shares of stock and debt securities as contemplated by, and permitted under, Section 12.02(b)) (collectively, "pay its Senior Subordinated Guarantee") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of such Guarantor is not paid when due, or (bii) any other default on such Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; providedfull. However, however, that such Guarantor may pay its Senior Subordinated Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events in clause (ai) or (bii) of this the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (ai) or (bii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Senior Subordinated Guarantee for a period (a "Guarantee Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a "Guarantee Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee (with a copy to such Guarantor and the Company) from the Person or Persons who gave such Guarantee Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b12.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor may resume to paying payments on its Senior Subordinated Guarantee after such Guarantee Payment Blockage Period, including any missed payments. Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period; provided, however, that if any Guarantee Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Guarantor other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Guarantee Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Guarantee Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness of a Guarantor. (a) A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or repurchaseand may not otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain shares of stock and debt securities as contemplated by, and permitted under, Section 12.02(b)) Notes (collectively, "“pay its Senior Subordinated Guarantee"”) if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of such Guarantor is not paid when due, or (bii) any other default on such Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; providedcash. However, however, that such Guarantor may pay its Senior Subordinated Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of each series of the holders of such Designated Senior Indebtedness with respect to which either of the events in clause (ai) or (bii) of this the immediately preceding sentence has occurred and is continuing. During In addition to the foregoing, during the continuance of any default (other than a default described in clause (ai) or (bii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated (x) immediately without further notice (except such notice as may be required to effect such acceleration) or (y) upon the expiration of any applicable grace periods, such no Guarantor may not pay its Senior Subordinated Guarantee for a period (a "“Guarantee Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a "“Guarantee Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending on the earliest to occur of the following events: (1) 179 days thereafter shall have elapsed since the receipt of such Guarantee Blockage Notice; (or earlier if 2) such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee (with a copy to such Guarantor and the Company) Company from the Person or Persons who gave such Guarantee Blockage Notice, ; (ii3) because such Designated Senior Indebtedness has been repaid the repayment in full in cash or Cash Equivalents of such defaulted Designated Senior Indebtedness; or (iii4) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b12.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor may resume to paying payment on its Senior Subordinated Guarantee Guarantee, after the end of such Guarantee Payment Blockage Period, including any missed payments. Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period; provided, however, that if any Guarantee Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Guarantor other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Guarantee Blockage Notice within such period; provided further, however, that in In no event may the total number of days during which any Guarantee Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03provision, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or repurchaseand may not otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain shares of stock and debt securities as contemplated by, and permitted under, Section 12.02(b)) Notes (collectively, "“pay its Senior Subordinated Guarantee"”) if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or beyond any other amount owing in respect of any such Designated Senior Indebtedness is not paid when dueapplicable grace period, or (bii) any other default on such Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; providedfull. However, however, that such Guarantor may pay its Senior Subordinated Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events in clause (ai) or (bii) of this the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described specified in clause (ai) or (bii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of any applicable grace periods, such no Guarantor may not pay make a payment with respect to its Senior Subordinated Guarantee for a period (a "Guarantee “Payment Blockage Period"”) commencing upon the receipt by the Trustee Issuer (with a copy to such Guarantor and the CompanyTrustee) of written notice (a "Guarantee “Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending on the earliest to occur of the following events: (a) 179 days thereafter shall have elapsed since such receipt of such Blockage Notice; provided, however, that in the event that there has been any Acceleration Forbearance Period in respect of the Notes in the immediately preceding 360-day period, such 179-day period will be automatically reduced by the cumulative duration of all Acceleration Forbearance Periods that occurred during such immediately preceding 360-day period, (or earlier if b) such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee Issuer (with a copy to such Guarantor and the CompanyTrustee) from the Person or Persons who gave such Guarantee Blockage Notice, (iic) because the repayment in full of such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents Indebtedness, or (iiid) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in of the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 11.03 and in Section 12.02(b11.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor may resume to paying its Senior Subordinated Guarantee pay on the Guarantees, after such Guarantee Payment Blockage Period, including any missed payments. Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period; provided, however, that if any Guarantee Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Guarantor other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Guarantee Blockage Notice within such period; provided further, however, that in In no event may shall the total number of days during which any Guarantee Payment Blockage Period is in effect extend beyond the 179 days from the date of receipt by the Trustee of the relevant Blockage Notice, and in no event shall the total number of days during which any Payment Blockage Period or Periods any Acceleration Forbearance Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03provision, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or repurchaseand may not otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain shares of stock and debt securities as contemplated by, and permitted under, Section 12.02(b)) Notes (collectively, "pay its Senior Subordinated Guarantee") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of such Guarantor is not paid when due, or (bii) any other default on such Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; providedfull. However, however, that such Guarantor may pay its Senior Subordinated Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events in clause (ai) or (bii) of this the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (ai) or (bii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Senior Subordinated Guarantee for a period (a "Guarantee Payment Blockage Period") commencing upon the receipt by the Trustee ASG (with a copy to such Guarantor and the CompanyTrustee) of written notice (a "Guarantee Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending on the earliest to occur of the following events: (a) 179 days thereafter shall have elapsed since such receipt of such Blockage Notice; provided, however, that in the event that there has been any Acceleration Forbearance Period in respect of the Notes in the immediately preceding 360-day period, such 179-day period will be automatically reduced by the cumulative duration of all Acceleration Forbearance Periods that occurred during such immediately preceding 360-day period, (or earlier if b) such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee ASG (with a copy to such Guarantor and the CompanyTrustee) from the Person or Persons who gave such Guarantee Blockage Notice, (iic) because the repayment in full of such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents Indebtedness, or (iiid) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 11.03 and in Section 12.02(b11.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor may resume to paying payments on its Senior Subordinated Guarantee after such Guarantee Payment Blockage Period, including any missed payments. Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period; provided, however, that if any Guarantee Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Guarantor other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Guarantee Blockage Notice within such period; provided further, however, that in In no event may shall the total number of days during which any Guarantee Payment Blockage Period is in effect extend beyond the 179 days from the date of receipt by the Trustee of the relevant Blockage Notice, and in no event shall the total number of days during which any Payment Blockage Period or Periods any Acceleration Forbearance Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03provision, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness of a Guarantor. (a) A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or repurchaseand may not otherwise purchase, redeem or otherwise retire any Securities (except that Holders may receive and retain shares of stock and debt securities as contemplated by, and permitted under, Section 12.02(b)) (collectively, "pay its Senior Subordinated Guarantee") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of such Guarantor is not paid when due, or (bii) any other default on such Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; providedfull. However, however, that such Guarantor may pay its Senior Subordinated Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events in clause (ai) or (bii) of this the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (ai) or (bii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Senior Subordinated Guarantee for a period (a "Guarantee Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a "Guarantee Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee (with a copy to such Guarantor and the Company) from the Person or Persons who gave such Guarantee Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b12.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor may resume to paying payments on its Senior Subordinated Guarantee after such Guarantee Payment Blockage Period, including any missed payments. Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period; provided, however, that if any Guarantee Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Guarantor other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Guarantee Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Guarantee Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.