Common use of Default on Guarantor Senior Indebtedness Clause in Contracts

Default on Guarantor Senior Indebtedness. In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest (including any Additional Interest) or any other amount due on any Guarantor Senior Indebtedness with respect to the Securities of any series, or in the event that the maturity of any Guarantor Senior Indebtedness with respect to the Securities of any series has been accelerated because of a default, then, in either case, no payment shall be made by the Guarantor pursuant to the Guarantee with respect to the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such series. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.

Default on Guarantor Senior Indebtedness. In Subject to the provisions of Section 5, in the event and during the continuation of any default by the Guarantor in the payment of principalprincipal of, or premium, if any, or interest (including any Additional Interest) on, or any other amount due on monetary obligation with respect to, any Guarantor Senior Indebtedness with respect to the Securities beyond any applicable period of any seriesgrace, or in the event that the maturity any event of default with respect to any Guarantor Senior Indebtedness with respect shall have occurred and be continuing, unless and until such default or event of default shall have been cured or waived or shall have ceased to the Securities of any series has been accelerated because of a default, then, in either caseexist, no payment shall be made by the Guarantor pursuant to in respect of the Guarantee with respect to Guarantee. Nothing contained in this Section or elsewhere in this Supplemental Indenture shall, however, prevent the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such series. In the event that, notwithstanding the foregoing, any payment shall be received application by the Trustee when such payment is prohibited of any moneys deposited with it hereunder by the preceding paragraph Guarantor in respect of the Guarantee, if at the time of such deposit, the Trustee did not have written notice of any event prohibiting the making of such deposit by the Guarantor. The Guarantor shall give prompt written notice to the Trustee of any facts that would prohibit the making of any payment of moneys in respect of the Guarantee, including any dissolution, winding up, liquidation or reorganization of the Guarantor. Anything in this Section 18.2, such payment shall be held or elsewhere in trust for this Supplemental Indenture to the benefit of, and shall be paid over or delivered tocontrary notwithstanding, the holders Trustee shall not be charged with knowledge of such the existence of any Guarantor Senior Indebtedness or their respective representatives, of any default or event of default with respect to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may or of any other facts that would prohibit the making of any payment of moneys hereunder, unless and until the Trustee shall have been issued, as their respective interests may appear, but only received notice in writing to that effect signed by an officer of the extent that the holders Guarantor or by a holder of such Guarantor Senior Indebtedness (who shall have been certified by the Guarantor or their representative or 100 representatives or a trustee) notify otherwise established to the reasonable satisfaction of the Trustee in writing within 90 days of to be such payment of the amounts then due and owing on such holder or by a Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior IndebtednessRepresentative.

Default on Guarantor Senior Indebtedness. In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest (including any Additional Interest) or any other amount due on any Guarantor Senior Indebtedness with respect to the Securities of any series, or in the event that the maturity of any Guarantor Senior Indebtedness with respect to the Securities of any series has been accelerated because of a default, then, in either case, no payment shall be made by the Guarantor pursuant to the Guarantee with respect to the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such series. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.

Default on Guarantor Senior Indebtedness. In the event and during the continuation of any default by the a Guarantor beyond any applicable grace period in the payment of principal, premium, interest (including any Additional Interest) or any other amount due on any Guarantor Senior Indebtedness with respect to the Debt Securities of any series, or in the event that the maturity of any Guarantor Senior Indebtedness with respect to the Debt Securities of any series has been accelerated because of a default, then, in either case, no payment shall be made by the such Guarantor pursuant to the respective Guarantee with respect to the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Debt Securities of such series, unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Guarantor Senior Indebtedness has been paid in full in cash. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.215.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.

Default on Guarantor Senior Indebtedness. In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest (including any Additional Interest) or any other amount due on any Guarantor Senior Indebtedness with respect to the Securities of any seriesIndebtedness, or in the event that the maturity of any Guarantor Senior Indebtedness with respect to the Securities of any series has been accelerated because of a default, then, in either case, no payment shall be made by the Guarantor pursuant to the Guarantee with respect to the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such seriesSecurities. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.23.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.

Default on Guarantor Senior Indebtedness. In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest (including any Additional Interest) or any other amount due on any Guarantor Senior Indebtedness with respect to the Securities of any series, or in the event that the maturity of any Guarantor Senior Indebtedness with respect to the Securities of any series has been accelerated because of a default, then, in either case, no payment shall be made by the Guarantor pursuant to the Guarantee with respect to the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such series. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within 90 ninety (90) days of such payment 100 109 of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.

Default on Guarantor Senior Indebtedness. In Subject to the provisions of Section 5, in the event and during the continuation of any default by the Guarantor in the payment of principalprincipal of, or premium, if any, or interest (including any Additional Interest) on, or any other amount due on monetary obligation with respect to, any Guarantor Senior Indebtedness with respect to the Securities beyond any applicable period of any seriesgrace, or in the event that the maturity any event of default with respect to any Guarantor Senior Indebtedness with respect shall have occurred and be continuing, unless and until such default or event of default shall have been cured or waived or shall have ceased to the Securities of any series has been accelerated because of a default, then, in either caseexist, no payment shall be made by the Guarantor pursuant to in respect of the Guarantee with respect to Guarantee. Nothing contained in this Section or elsewhere in this Supplemental Indenture shall, however, prevent the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such series. In the event that, notwithstanding the foregoing, any payment shall be received application by the Trustee when such payment is prohibited of any moneys deposited with it hereunder by the preceding paragraph Guarantor in respect of the Guarantee, if, at the time of such deposit, the Trustee did not have written notice of any event prohibiting the making of such deposit by the Guarantor. The Guarantor shall give prompt written notice to the Trustee of any facts that would prohibit the making of any payment of moneys in respect of the Guarantee, including any dissolution, winding up, liquidation or reorganization of the Guarantor. Anything in this Section 18.2, such payment shall be held or elsewhere in trust for this Supplemental Indenture to the benefit of, and shall be paid over or delivered tocontrary notwithstanding, the holders Trustee shall not be charged with knowledge of such the existence of any Guarantor Senior Indebtedness or their respective representatives, of any default or event of default with respect to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may or of any other facts that would prohibit the making of any payment of moneys hereunder, unless and until the Trustee shall have been issued, as their respective interests may appear, but only received notice in writing to that effect signed by an officer of the extent that the holders Guarantor or by a holder of such Guarantor Senior Indebtedness (who shall have been certified by the Guarantor or their representative or 100 representatives or a trustee) notify otherwise established to the reasonable satisfaction of the Trustee in writing within 90 days of to be such payment of the amounts then due and owing on such holder or by a Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior IndebtednessRepresentative. SECTION 5.

Default on Guarantor Senior Indebtedness. In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest (including any Additional Interest) or any other amount due on any Guarantor Senior Indebtedness with respect to the Securities of any seriesIndebtedness, or in the event that the maturity of any Guarantor Senior Indebtedness with respect to the Securities of any series has been accelerated because of a default, then, in either case, no payment shall be made by the any Guarantor pursuant to the Guarantee with respect to the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums Note Guarantee on the Guaranteed Notes until such Guarantor’s obligations with respect to, to the Securities of such seriesGuarantor Senior Indebtedness are paid in full. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.218.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders Holders of such Guarantor Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture or agreement pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders Holders of such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within 90 120 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders Holders of such Guarantor Senior Indebtedness.

Default on Guarantor Senior Indebtedness. In A Subsidiary Guarantor shall not pay the event and during the continuation of any default by the Guarantor in the payment of principalprincipal of, premium, interest premium (including any Additional Interestif any) or interest on or other payment obligations in respect of the Subsidiary Guarantees or make any other amount due on deposit pursuant to Section 8.2 or repurchase, redeem or otherwise retire the Subsidiary Guarantee (collectively, “pay the Securities”) if (i) any Senior Indebtedness or Guarantor Senior Indebtedness with respect to of the Securities applicable Subsidiary Guarantor is not paid when due in cash or Cash Equivalents or (ii) any other default on Senior Indebtedness or Guarantor Senior Indebtedness of any series, or in the event that applicable Subsidiary Guarantor occurs and the maturity of any such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with respect to the Securities of any series has been accelerated because of a default, thenits terms unless, in either case, no (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor has been paid in full in cash or Cash Equivalents; provided, however, that each Subsidiary Guarantor may pay the Securities, without regard to the foregoing if the Company and the Trustee receive written notice approving such payment shall be made by from the Representative of the Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor with respect to which either of the events set forth in clause (i) or (ii) of the preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) of the preceding sentence or a default resulting in acceleration set forth in clause (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor pursuant to which the Guarantee 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, each Subsidiary Guarantor may not pay the Securities during the Payment Blockage Period (as defined under Section 10.3) commencing upon the receipt by the Trustee (with a copy to the Company and the Subsidiary Guarantor) of the Blockage Notice (as defined under Section 10.3) of such default from the Representative(s) of the holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Subsidiary Guarantor and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions of the immediately preceding sentence, unless the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor or the Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, such Subsidiary Guarantor may resume payments on the Securities after the end of such Payment Blockage Period (including any missed payments). Not more than one Blockage Notice may be given, and not more than one Payment Blockage may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period. In no event, however, may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this paragraph, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the principal (including redemption and sinking fund payments) of, any premium Designated Senior Indebtedness or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such series. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Designated Guarantor Senior Indebtedness or their respective representativesof the applicable Subsidiary Guarantor initiating such Payment Blockage Period shall be, or to be made, the trustee or trustees under any indenture pursuant to which any basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness or the Designated Guarantor Senior Indebtedness may of the applicable Subsidiary Guarantor, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been issued, as their respective interests may appear, but only to the extent that the holders cured or waived for a period of such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within not less than 90 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtednessconsecutive days.

Default on Guarantor Senior Indebtedness. In No Note Guarantor may make any payment pursuant to its Note Guarantee and may not otherwise purchase, redeem or otherwise retire or defease any Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the event trust described in Article 12 if the funding of such trust is permitted under Article 12) (collectively, "pay its Note Guarantee") if (i) any Guarantor Senior Indebtedness of such Note Guarantor is not paid when due or (ii) any other default on Guarantor Senior Indebtedness of such Note Guarantor occurs and during the continuation maturity of any default by such Guarantor Senior Indebtedness is accelerated in accordance with its terms (either such event, a "Guarantor Payment Default") unless, in either case, (x) the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, that, a Note Guarantor may pay its Note Guarantee without regard to the foregoing if such Note Guarantor and the Trustee receive written notice approving such payment of principal, premium, interest (including any Additional Interest) or any other amount due on any Guarantor from the 102 Representative for the Designated Senior Indebtedness with respect to which the Securities Guarantor Payment Default has occurred and is continuing. In addition, no Note Guarantor may pay its Note Guarantee during the continuance of any series, or a Payment Blockage Period after receipt by the Company and the Trustee of a Blockage Notice under Section 14.03. Notwithstanding the provisions described in the event that the maturity of any Guarantor Senior Indebtedness with respect immediately preceding sentence (but subject to the Securities provisions of any series has been accelerated because of a default, then, in either case, no payment shall be made by the Guarantor pursuant to the Guarantee with respect to the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such series. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding first paragraph of this Section 18.215.03), a Note Guarantor shall promptly resume payments, if any are required, pursuant to its Note Guarantee, including any missed payments, after such Payment Blockage Period ends, unless any Payment Default otherwise exists. In addition, during the continuance of any default (other than a Guarantor Payment Default) with respect to any Guarantor Designated Senior Indebtedness of a Note 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 period (a "Guarantor Non-payment shall be held in trust Default"), a Note Guarantor may not pay its Note Guarantee for the benefit of, and period specified as follows (a "Guarantor Payment Blockage Period"). The Guarantor Payment Blockage Period shall be paid over or delivered to, commence upon the holders receipt by the Trustee (with copy to such Note Guarantor) of written notice (a "Guarantor Blockage Notice") of such Guarantor Non-payment Default from the Representative for such Guarantor Designated Senior Indebtedness or their respective representatives, or specifying an election to effect a Guarantor Payment Blockage Period and shall end on the trustee or trustees under any indenture pursuant earliest to which any occur of the following events: (i) 179 days shall have elapsed since such receipt of such Guarantor Blockage Notice, (ii) the Guarantor Non-payment Default giving rise to such Blockage Notice is no longer continuing (and no other Guarantor Payment Default or Guarantor Non-payment Default is then continuing), (iii) such Guarantor Designated Senior Indebtedness may shall have been issued, as their respective interests may appear, but only to the extent that the holders of discharged or repaid in full in cash or Cash Equivalents or (iv) such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such Payment Blockage Period shall have been terminated by written notice to the Trustee shall and such Note Guarantor from the Person or Persons who gave such Guarantor Blockage Notice. A Note Guarantor may pay its Note Guarantee, after such Guarantor Payment Blockage Period ends, unless any Guarantor Payment Default otherwise exists. Not more than one Guarantor Blockage Notice to a Note Guarantor in the aggregate may be paid given in any 360 consecutive day period, irrespective of the number of defaults with respect to the holders Guarantor Designated Senior Indebtedness of such Note Guarantor Senior Indebtednessduring such period. In no event may the total number of days during which any Guarantor Payment Blockage Period is in effect extend beyond 179 days from the date of receipt by the Trustee of the relevant Guarantor Blockage Notice, and there must be a 181 consecutive day period during any 360 consecutive day period during which no Guarantor Payment Blockage Period is in effect.

Default on Guarantor Senior Indebtedness. In A Subsidiary Guarantor shall not pay the event and during the continuation of any default by the Guarantor in the payment of principalprincipal of, premium, if any, or interest on or other payment obligations in respect of the Securities Guarantees or make any deposit pursuant to Section 8.2 or repurchase, redeem or otherwise retire the Securities Guarantee (including collectively, “pay the Securities”) if (i) any Additional Interest) Senior Indebtedness or any other amount due on any Guarantor Senior Indebtedness with respect to of the Securities applicable Subsidiary Guarantor is not paid when due in cash or Cash Equivalents or (ii) any other default on Senior Indebtedness or Guarantor Senior Indebtedness of any series, or in the event that applicable Subsidiary Guarantor occurs and the maturity of any such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with respect to the Securities of any series has been accelerated because of a default, thenits terms unless, in either case, no (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor has been paid in full in cash or Cash Equivalents; provided, however, that each Subsidiary Guarantor may pay the Securities, without regard to the foregoing if the Company and the Trustee receive written notice approving such payment shall be made by from the Representative of the Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor with respect to which either of the events set forth in clause (i) or (ii) of the preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) of the preceding sentence or a default resulting in acceleration set forth in clause (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor pursuant to which the Guarantee 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, each Subsidiary Guarantor may not pay the Securities during the Payment Blockage Period (as defined under Section 10.3) commencing upon the receipt by the Trustee (with a copy to the Company and the Subsidiary Guarantor) of the Blockage Notice (as defined under Section 10.3) of such default from the Representative(s) of the holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Subsidiary Guarantor and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions of the immediately preceding sentence, such Subsidiary Guarantor may resume payments on the Securities after the end of such Payment Blockage Period (including any missed payments) unless the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor or the Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness. Not more than one Blockage Notice may be given, and not more than one Payment Blockage may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period. In no event, however, may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this paragraph, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the principal (including redemption and sinking fund payments) of, any premium Designated Senior Indebtedness or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such series. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Designated Guarantor Senior Indebtedness or their respective representativesof the applicable Subsidiary Guarantor initiating such Payment Blockage Period shall be, or to be made, the trustee or trustees under any indenture pursuant to which any basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness or the Designated Guarantor Senior Indebtedness may of the applicable Subsidiary Guarantor, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been issued, as their respective interests may appear, but only to the extent that the holders cured or waived for a period of such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within not less than 90 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtednessconsecutive days.

Default on Guarantor Senior Indebtedness. In the event and during the continuation of any default by the Guarantor in the payment of principal, premium, interest (including any Additional Interest) or any other amount due on any Guarantor Senior Indebtedness with respect to the Securities of any series, or in the event that the maturity of any Guarantor Senior Indebtedness with respect to the Securities of any series has been accelerated because of a default, then, in either case, no payment shall be made by the Guarantor pursuant to the Guarantee with respect to the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such series. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Guarantor Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts 104 specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.

Default on Guarantor Senior Indebtedness. In A Subsidiary Guarantor shall not pay the event and during the continuation of any default by the Guarantor in the payment of principalprincipal of, premium, interest premium (including any Additional Interestif any) or interest on or other payment obligations in respect of the Subsidiary Guarantees or make any other amount due on deposit pursuant to Article VIII or Article XIII or repurchase, redeem or otherwise retire the Subsidiary Guarantee (collectively, “pay the Securities”) if (i) any Senior Indebtedness or Guarantor Senior Indebtedness with respect to of the Securities applicable Subsidiary Guarantor is not paid when due in cash or Cash Equivalents (taking into account any applicable grace periods) or (ii) any other default on Senior Indebtedness or Guarantor Senior Indebtedness of any series, or in the event that applicable Subsidiary Guarantor occurs and the maturity of any such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with respect to the Securities of any series has been accelerated because of a default, thenits terms unless, in either case, no (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor has been paid in full in cash or Cash Equivalents; provided, however, that each Subsidiary Guarantor may pay the Securities, without regard to the foregoing if the Company and the Trustee receive written notice approving such payment shall be made by from the Representative of the Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor with respect to which either of the events set forth in clause (i) or (ii) of the preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor pursuant to which the Guarantee 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, each Subsidiary Guarantor may not pay the Securities during the Payment Blockage Period (as defined under Section 10.3) commencing upon the receipt by the Trustee (with a copy to the Company) of the Blockage Notice (as defined under Section 10.3) of such default from the Representative(s) of the holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness has been repaid in full). Notwithstanding the provisions of the immediately preceding sentence, unless the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor or the Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, such Subsidiary Guarantor may resume payments on the Securities after the end of such Payment Blockage Period (including any missed payments). Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness other than the Bank Indebtedness, the Representatives of the Bank Indebtedness may give another Blockage Notice within such period. In no event, however, may the total number of days during which any 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 12.3, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the principal (including redemption and sinking fund payments) of, any premium Designated Senior Indebtedness or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums with respect to, the Securities of such series. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of such Designated Guarantor Senior Indebtedness or their respective representativesof the applicable Subsidiary Guarantor initiating such Payment Blockage Period shall be, or to be made, the trustee or trustees under any indenture pursuant to which any basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness or the Designated Guarantor Senior Indebtedness may of the applicable Subsidiary Guarantor, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been issued, as their respective interests may appear, but only to the extent that the holders cured or waived for a period of such Guarantor Senior Indebtedness (or their representative or 100 representatives or a trustee) notify the Trustee in writing within not less than 90 days of such payment of the amounts then due and owing on such Guarantor Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.consecutive days. 117

Default on Guarantor Senior Indebtedness. In No Guarantor may pay the event and during the continuation of any default by the Guarantor in the payment of principalprincipal of, premium, interest premium (including any Additional Interest) or any other amount due on any Guarantor Senior Indebtedness with respect to the Securities of any seriesif any), or in the event that the maturity of any Guarantor Senior Indebtedness with respect to the Securities of any series has been accelerated because of a default, then, in either case, no payment shall be made by the Guarantor pursuant to the Guarantee with respect to the principal (including redemption and sinking fund payments) of, any premium or interest (including any Additional Interest) on, or any Additional Amounts or, if applicable, Additional Sums and other Obligations with respect to, the Securities of such series. In or the event thatSubsidiary Guarantees or make any deposit pursuant to Section 9.01 or repurchase, notwithstanding redeem or otherwise retire any Securities or the foregoingSubsidiary Guarantees (collectively, "pay the Securities") if (i) any payment shall be received by Guarantor Senior Indebtedness is not paid in cash or cash equivalents when due or (ii) any other default on Guarantor Senior Indebtedness occurs and the Trustee when such payment is prohibited by the preceding paragraph of this Section 18.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or their respective representatives, waived or to the trustee is no longer 58 -57- continuing and/or and any such acceleration has been rescinded or trustees under any indenture pursuant to which any of (y) such Guarantor Senior Indebtedness has been paid in full in cash or cash equivalents, or other form acceptable to holders of Guarantor Senior Indebtedness; provided, however, that the Guarantor may have been issuedpay the Securities but subject to the provisions of the first sentence of this Section 12.03 and the provisions of Section 12.02, without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representatives of the Designated Senior Indebtedness with respect to which either of the events set forth in clause (i) or (ii) of this sentence has occurred or is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness 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, a Guarantor may not pay the Securities (except (i) in Qualified Capital Stock issued by such Guarantor to pay interest on the Securities or issued in exchange for its Subsidiary Guarantee, (ii) in securities substantially identical to its Subsidiary Guarantee issued by such Guarantor in payment of interest accrued thereon or (iii) in securities issued by such Guarantor which are subordinated to the Guarantor Senior Indebtedness at least to the same extent as its Subsidiary Guarantee and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities, as their respective interests may appearlong as the court, but only in approving any payment or distribution or stock or securities of the type described in the preceding clauses (i)-(iii), gives effect to the extent that subordination provisions set for in this Indenture) for a period (a "Guarantor Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Guarantor Blockage Notice") of such default from the Representative of the holders of such Guarantor Designated Senior Indebtedness specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or their representative or 100 representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on earlier if such Guarantor Senior Indebtedness and only the amounts specified in such Payment Blockage Period is terminated (i) by written notice to the Trustee shall be paid and the Company from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice is no longer continuing or (iii) because such Designated Senior Indebtedness has been repaid in full.) Notwithstanding the provisions of the immediately preceding sentence, but subject to the holders provisions of the first sentence of this Section 12.03 and the provisions of Section 12.02, the Guarantor may resume payments on the Securities after the end of such Guarantor Payment Blockage Period. Not more than one Blockage Notice may be given, and not more than one Payment Blockage Period may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior IndebtednessIndebtedness during such period.