Default on Guarantor Senior Indebtedness. A Guarantor may not make any payment in respect of its Guarantees or make any deposit pursuant to Article Four if any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period (including at maturity) or any other default on Guarantor Senior Indebtedness of such Guarantor occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Guarantor Senior Indebtedness has been paid in full in cash; provided, however, that a Guarantor may make payments in respect of its Guarantees without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Guarantor Senior Indebtedness. During the continuance of any other default with respect to any Designated Guarantor 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 make payments in respect of its Guarantees for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by such Guarantor and the Trustee of written notice of such default from the Representative of any Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or 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 Section 1802 and the first sentence of this Section 1803), unless the holders of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Guarantor may resume payments in respect of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Guarantor Senior Indebtedness during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided, 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 1803, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor 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 Guarantor 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.
Appears in 1 contract
Samples: Subordinated Indenture (Williams Partners Finance Corp)
Default on Guarantor Senior Indebtedness. (a) A Guarantor may not will not, directly or indirectly, make any payment in respect of its Guarantees or make any deposit pursuant to Article Four if any principal, premium its Note Guarantee (or interest in respect of Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period (including at maturity) or pay any other default on Guarantor Senior Indebtedness Obligations relating to its Note Guarantee, including fees, costs, expenses, indemnities and rescission of such Guarantor occurs damage claims) and will not otherwise purchase, redeem, defease or retire any Notes (collectively, “pay its Note Guarantee”) (except in the maturity form of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, Permitted Junior Securities) if a Designated Payment Default has occurred unless the default Designated Payment Default has been cured or waived and any such acceleration has been rescinded or such Guarantor Designated Senior Indebtedness has been discharged or paid in full in cash; provided, however, that a such Guarantor may make payments in respect of pay its Guarantees Note Guarantee without regard to the foregoing if such Guarantor and the Trustee receive receives written notice approving such payment from the Representative Representatives of each issue of all Designated Guarantor Senior Indebtedness. Indebtedness with respect to which a Designated Payment Default has occurred and is continuing.
(b) During the continuance of any other default with respect to any Designated Non-Payment Default, no Guarantor 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, will pay its Note Guarantee during a Guarantor may not make payments in respect of its Guarantees for a period (a “Guarantee Payment Blockage Period”.
(c) commencing upon the receipt by such Guarantor and the Trustee of written notice of such default from the Representative of any Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence Section 17.03(b) (but subject to the provisions contained in Section 1802 17.03(a) and the first sentence of this Section 180317.02), unless the holders of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, the each Guarantor may resume payments in respect paying its Note Guarantee after the end of its Guarantees after such Guarantee the Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given .
(d) Notwithstanding any obligations in this Agreement for a Guarantor to make any consecutive 360-day periodamortization, irrespective redemption, repurchase or other principal payments and, to the extent applicable, payments of the number of defaults with respect to any number of issues of Designated Guarantor Senior Indebtedness during such periodcash interest, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided, 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 1803, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Notes or a Note Guarantee, no Guarantor Senior Indebtedness initiating shall be permitted to make any such Guarantee Payment Blockage Period payments and repurchases prior to the payment in full in cash of all of the Financing Agreement Obligations and the termination of the lenders’ commitments thereunder. In the event that no Guarantor is a party to the Financing Agreement, this subsection (d) shall be, have no further force or be madeeffect. So long as this subsection (d) is in full force and effect, the basis Company shall not modify the definition of the commencement term “Subordinated Indebtedness” in the Financing Agreement in a manner adverse to Holders without the consent of the Holders of a subsequent Guarantee Payment Blockage Period by majority of the Representative outstanding principal amount of such Designated Guarantor 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 daysthe Notes.
Appears in 1 contract
Default on Guarantor Senior Indebtedness. A (a) No direct or indirect payment by or on behalf of the Guarantor may not make any payment in respect of its Guarantees or make any deposit the Guarantee of Subordinated Notes, whether pursuant to Article Four if the terms of the applicable Guarantee or upon acceleration, by way of repurchase, redemption, defeasance or otherwise of the Subordinated Notes, will be made if, at the time of such payment, there exists a default in the payment when due of all or any principal, premium portion of the obligations under or interest in respect of any Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period (including Indebtedness, whether at maturity) , on account of mandatory redemption or any other prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on Guarantor Senior Indebtedness of such Guarantor occurs and the maturity holders of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unlessIndebtedness.
(b) In addition, 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; provided, however, that a Guarantor may make payments in respect of its Guarantees without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Guarantor Senior Indebtedness. During during the continuance of any other non-payment default or non-payment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further accelerated, and upon receipt by the Trustee of written notice (except a “Guarantor Payment Blockage Notice”) from a holder or holders of such notice as may be required to effect such acceleration) Guarantor Senior Indebtedness or the expiration trustee or agent acting on behalf of such Guarantor Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Guarantor Senior Indebtedness has been discharged or repaid in full in cash, or the requisite holders of such Guarantor Senior Indebtedness have otherwise agreed in writing, no payment of any kind or character with respect to any principal of or interest on or distribution with respect to the Subordinated Notes will be made by or on behalf of the Guarantor on account of or with respect to the applicable grace periodsGuarantee, a Guarantor may not make payments in respect of its Guarantees for during a period (a “Guarantee Guarantor Payment Blockage Period”) commencing upon on the date of receipt by of such Guarantor and Payment Blockage Notice by the Trustee of written notice of such default from the Representative of any Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter thereafter.
(or earlier if such Guarantee c) Notwithstanding anything herein to the contrary, (x) in no event will a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given and (y) there must be 180 days in any 360-day period during which no Guarantor Payment Blockage Period is terminated by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or 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 Section 1802 and the first sentence of this Section 1803), unless the holders of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Guarantor may resume payments in respect of its Guarantees after such Guarantee Payment Blockage Periodeffect. Not more than one Guarantee Guarantor Payment Blockage Notice Period may be given in any consecutive 360-day period, irrespective of the number of defaults commenced with respect to any number the Guarantee of issues of Designated Guarantor Senior Indebtedness during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided, 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 Subordinated Notes during any period of 360 consecutive day perioddays. For purposes of this Section 1803, no No default or event of default which that existed or was continuing on the date of the commencement of any Guarantee Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantee Guarantor Payment Blockage Period shall may be, or be made, the basis of for the commencement of a subsequent Guarantee any other Guarantor Payment Blockage Period with respect to Subordinated Notes by the Representative holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days.
(d) In the event that, notwithstanding the foregoing, any payment under the applicable Guarantee shall be received by the Trustee when such payment is prohibited by Section 5.2(c), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Guarantor, to the extent necessary to pay such Guarantor Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Guarantor Senior Indebtedness, before any payment or distribution is made to the Holders of the Subordinated Notes or to the Trustee under the applicable Guarantee.
Appears in 1 contract
Default on Guarantor Senior Indebtedness. A No Guarantor may not make any payment in pay the principal of, premium (if any), or interest on, and other Obligations with respect of its to, the Securities or the Subsidiary Guarantees or make any deposit pursuant to Article Four Section 9.01 or repurchase, redeem or otherwise retire any Securities or the Subsidiary Guarantees (collectively, “PAY THE SECURITIES”) if (i) any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Guarantor other than the XX Xxxxxx Chase Credit Facility is not paid within any applicable grace period in cash or cash equivalents when due or (including at maturityii) or any other default on Guarantor Senior Indebtedness of such Guarantor other than the XX Xxxxxx Xxxxx Credit Facility occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived or is no longer continuing and/or and any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cashcash or cash equivalents, or other form acceptable to holders of Guarantor Senior Indebtedness; providedPROVIDED, howeverHOWEVER, that a the Guarantor may make payments in respect pay the Securities but subject to the provisions of its Guarantees the first sentence of this Section 13.03 and the provisions of Section 13.02, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative Representatives of each issue the Designated Senior Indebtedness with respect to which either of Designated Guarantor Senior Indebtednessthe 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 Guarantor 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 make payments pay the Securities (except (i) in respect Qualified Equity Interest 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 Guarantees 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 long as the court, in approving any payment or distribution or stock or securities of the type described in the preceding clauses (i)-(iii), gives effect to the subordination provisions set for in this Indenture) for a period (a “Guarantee Payment Blockage PeriodGUARANTOR PAYMENT BLOCKAGE PERIOD”) commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Company) of written notice (a “GUARANTOR BLOCKAGE NOTICE”) of such default from the Representative of any the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Guarantor Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantee Guarantor Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Guarantor Blockage Notice is no longer continuing). continuing or (iii) because such Designated Senior Indebtedness has been repaid in full.) Notwithstanding the provisions described in of the immediately preceding sentence (sentence, but subject to the provisions contained in Section 1802 and of the first sentence of this Section 1803), unless 13.03 and the holders provisions of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessSection 13.02, the Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Guarantor Senior Indebtedness during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided, 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 1803, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor 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 Guarantor 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.
Appears in 1 contract
Samples: Indenture (MTS Inc)
Default on Guarantor Senior Indebtedness. A No Guarantor may not make any payment in pay the principal of, premium (if any), or interest on, and other obligations with respect of its Guarantees to, the Securities or make any deposit pursuant to Article Four Section 9.03 or repurchase, redeem or otherwise retire any Securities (collectively, "pay the Securities") if (i) any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period in cash or Cash Equivalents when due or (including at maturityii) or any other default on Guarantor Senior Indebtedness of such Guarantor occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and or is no longer continuing and/or any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cashfull; provided, however, that a the Guarantor may make payments in respect pay the Securities subject to the provisions of its Guarantees Section 12.02, without regard to the foregoing if such the Guarantor and the Trustee receive written notice approving such payment from the Representative Representatives of each issue the Senior Indebtedness with respect to which either of Designated Guarantor Senior Indebtednessthe 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 Guarantor 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 make payments pay the Securities (except
(i) in respect Qualified Capital Stock issued by such Guarantor to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by such Guarantor in payment of its Guarantees 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 the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities) for a period (a “Guarantee "Guarantor Payment Blockage Period”") commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Guarantor) of written notice (a "Guarantor Blockage Notice") of such default from the Representative of any the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Guarantor Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such the Guarantor from the Person or Persons who gave such Guarantee Guarantor Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Guarantor Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in of the immediately preceding sentence (sentence, but subject to the provisions contained in Section 1802 and of the first sentence of this Section 1803), unless 12.03 and the holders provisions of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessSection 12.02, the Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Guarantor Senior Indebtedness during such period. However, unless otherwise specified pursuant to Section 301 for if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Securities of a series; providedagent under the Senior Credit Facilities), the agent under the Senior Credit Facilities may give another Blockage Notice within such period. In no event, however, that in no event may the total number of days during which any Guarantee Payment Blockage Period or Payment Blockage Periods is are in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 1803, no No nonpayment default or event of default which that existed or was continuing on the date of the commencement delivery of any Guarantee Payment Blockage Period with respect Notice to the Designated Guarantor Senior Indebtedness initiating such Guarantee Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Samples: Indenture (Lin Television Corp)
Default on Guarantor Senior Indebtedness. A Guarantor may shall not make any pay the principal of, premium (if any) or interest on or other payment obligations in respect of its the Notes Guarantees or make any deposit pursuant to Article Four SECTION 8.2 or repurchase, redeem or otherwise retire the Notes Guarantee (collectively, "pay the Securities") if (i) any principal, premium Senior Indebtedness or interest in respect of Guarantor Senior Indebtedness of such the applicable Guarantor is not paid within any applicable grace period when due in cash or Cash Equivalents or (including at maturityii) or any other default on Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (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 Guarantor has been paid in full in cashcash or Cash Equivalents; providedPROVIDED, howeverHOWEVER, that a each Guarantor may make payments in respect of its Guarantees pay the Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated the Senior Indebtedness or Guarantor Senior IndebtednessIndebtedness of the applicable Guarantor with respect to which either of the events set forth in clause (i) or (ii) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) of this 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 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, a each Guarantor may not make payments in respect of its Guarantees for a period (a “Guarantee pay the Securities during the Payment Blockage Period”Period (as defined in SECTION 10.3) commencing upon the receipt by such Guarantor the Trustee (with a copy to the Company and the Trustee Guarantor) of written notice the Blockage Notice (as defined in SECTION 10.3) of such default from the Representative Representative(s) of any the holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Guarantor specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee Trustee, the Guarantor and such Guarantor the Company from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Blockage Notice is no longer continuingcontinuing 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 described in of the immediately preceding sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803)sentence, unless the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Guarantor or the Representative Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, the such Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage PeriodPeriod (including any missed payments). Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Guarantor during such period. However, unless otherwise specified pursuant to Section 301 for if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Securities Bank Indebtedness, the Representative of a series; providedthe Bank Indebtedness may give another Blockage Notice within such period. In no event, 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 1803paragraph, no default or event of default which that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor 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 Guarantor 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.
Appears in 1 contract
Samples: Indenture (Montgomery Open Mri LLC)
Default on Guarantor Senior Indebtedness. A Subsidiary Guarantor may shall not make any pay the principal of, premium (if any) or interest on or other payment obligations in respect of its the Subsidiary Guarantees or make any deposit pursuant to Article Four Section 8.2 or repurchase or, redeem otherwise retire the Subsidiary Guarantee (collectively, "pay the Securities") if (i) any principal, premium Senior Indebtedness or interest in respect of Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor is not paid within any applicable grace period when due in cash or Cash Equivalents or (including at maturityii) or any other default on Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor has been paid in full in cashcash or Cash Equivalents; provided, however, that a each Subsidiary Guarantor may make payments in respect of its Guarantees pay the Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated the Senior Indebtedness or Guarantor Senior IndebtednessIndebtedness of the applicable Subsidiary Guarantor 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 or Guarantor 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 each Subsidiary Guarantor may not make payments in respect of its Guarantees pay the Securities for a period (a “Guarantee "Payment Blockage Period”") commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative Representative(s) of any the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness or Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in of the immediately preceding sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803)sentence, unless the holders of such Designated Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor or the Representative Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the such Subsidiary Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided, 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 1803, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor 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 Guarantor 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.
Appears in 1 contract
Samples: Indenture (Fah Co Inc)
Default on Guarantor Senior Indebtedness. A Subsidiary Guarantor may shall not make any pay the principal of, premium (if any) or interest on or other payment obligations in respect of its the Subsidiary Guarantees or make any deposit pursuant to Article Four Section 8.2 or repurchase, redeem or otherwise retire the Subsidiary Guarantee (collectively, “pay the Securities”) if (i) any principal, premium Senior Indebtedness or interest in respect of Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor is not paid within any applicable grace period when due in cash or Cash Equivalents or (including at maturityii) or any other default on Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (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 cashcash or Cash Equivalents; provided, however, that a each Subsidiary Guarantor may make payments in respect of its Guarantees pay the Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated the Senior Indebtedness or Guarantor Senior IndebtednessIndebtedness 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 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 each Subsidiary Guarantor may not make payments in respect of its Guarantees for a period (a “Guarantee pay the Securities during the Payment Blockage Period”Period (as defined under Section 10.3) commencing upon the receipt by such Guarantor the Trustee (with a copy to the Company and the Trustee Subsidiary Guarantor) of written notice the Blockage Notice (as defined under Section 10.3) of such default from the Representative Representative(s) of any the holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee Trustee, the Subsidiary Guarantor and such Guarantor the Company from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Blockage Notice is no longer continuingcontinuing 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 described in of the immediately preceding sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803)sentence, unless the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor or the Representative Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, the such Subsidiary Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage PeriodPeriod (including any missed payments). Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided. In no event, 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 1803paragraph, no default or event of default which that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness or the Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor 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 or the Designated Guarantor Senior IndebtednessIndebtedness 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 cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Default on Guarantor Senior Indebtedness. A No Guarantor may not make any payment in pay the principal of, premium (if any), or interest on, and other obligations with respect of its Guarantees to, the Securities or make any deposit pursuant to Article Four Section 9.03 or repurchase, redeem or otherwise retire any Securities (collectively, “pay the Securities”) if (i) any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period in cash or Cash Equivalents when due or (including at maturityii) or any other default on Guarantor Senior Indebtedness of such Guarantor occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and or is no longer continuing and/or any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cashfull; provided, however, that a the Guarantor may make payments in respect pay the Securities subject to the provisions of its Guarantees Section 12.02, without regard to the foregoing if such the Guarantor and the Trustee receive written notice approving such payment from the Representative Representatives of each issue the Senior Indebtedness with respect to which either of Designated Guarantor Senior Indebtednessthe 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 Guarantor 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 make payments pay the Securities (except (i) in respect Qualified Capital Stock issued by such Guarantor to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by such Guarantor in payment of its Guarantees 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 the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities) for a period (a “Guarantee Guarantor Payment Blockage Period”) commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Guarantor) of written notice (a “Guarantor Blockage Notice”) of such default from the Representative of any the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Guarantor Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such the Guarantor from the Person or Persons who gave such Guarantee Guarantor Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Guarantor Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in of the immediately preceding sentence (sentence, but subject to the provisions contained in Section 1802 and of the first sentence of this Section 1803), unless 12.03 and the holders provisions of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessSection 12.02, the Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Guarantor Senior Indebtedness during such period. However, unless otherwise specified pursuant to Section 301 for if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Securities of a series; providedagent under the Credit Facilities), the agent under the Credit Facilities may give another Blockage Notice within such period. In no event, however, that in no event may the total number of days during which any Guarantee Payment Blockage Period or Payment Blockage Periods is are in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 1803, no No nonpayment default or event of default which that existed or was continuing on the date of the commencement delivery of any Guarantee Payment Blockage Period with respect Notice to the Designated Guarantor Senior Indebtedness initiating such Guarantee Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Samples: Indenture (Lin Television Corp)
Default on Guarantor Senior Indebtedness. A Subsidiary Guarantor may shall not make any pay the principal of, premium (if any) or interest on or other payment obligations in respect of its the Subsidiary Guarantees or make any deposit pursuant to Article Four SECTION 8.2 or repurchase or, redeem otherwise retire the Subsidiary Guarantee (collectively, "PAY THE SECURITIES") if (i) any principal, premium Senior Indebtedness or interest in respect of Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor is not paid within any applicable grace period when due in cash or Cash Equivalents or (including at maturityii) or any other default on Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor has been paid in full in cashcash or Cash Equivalents; providedPROVIDED, howeverHOWEVER, that a each Subsidiary Guarantor may make payments in respect of its Guarantees pay the Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated the Senior Indebtedness or Guarantor Senior IndebtednessIndebtedness of the applicable Subsidiary Guarantor with respect to which either of the events set forth in clause (i) or (ii) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) of this 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 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 each Subsidiary Guarantor may not make payments in respect of its Guarantees for a period (a “Guarantee pay the Securities during the Payment Blockage Period”Period (as defined in SECTION 10.3) commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Company) of written notice the Blockage Notice (as defined in SECTION 10.3) of such default from the Representative Representative(s) of any the holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Blockage Notice is no longer continuingcontinuing 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 described in of the immediately preceding sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803)sentence, unless the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor or the Representative Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, the such Subsidiary Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided, 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 1803, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor 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 Guarantor 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.
Appears in 1 contract
Samples: Indenture (Georgia Gulf Corp /De/)
Default on Guarantor Senior Indebtedness. A Guarantor may not make any payment in respect of its Guarantees or make any deposit pursuant to Article Four XI and may not repurchase, redeem or otherwise retire any Guarantees if any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period (including at maturity) or any other default on Guarantor Senior Indebtedness of such Guarantor occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms 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; provided, however, that a Guarantor may make payments in respect of its Guarantees without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Guarantor Senior Indebtedness. During the continuance of any other default with respect to any Designated Guarantor 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 make payments in respect of its Guarantees for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by such the Guarantor and the Trustee of written notice of such default from the Representative of any Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated by written notice to the Trustee and such the Guarantor from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or 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 Section 1802 14.02 and the first sentence of this Section 180314.03), unless the holders of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Guarantor Senior Indebtedness, the Guarantor may resume payments in respect of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Guarantor Senior Indebtedness during such period, unless otherwise specified pursuant to Section 301 2.03 for the Debt Securities of a series; provided, 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 180314.03, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor 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 Guarantor 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.
Appears in 1 contract
Samples: Indenture (ONEOK Partners LP)
Default on Guarantor Senior Indebtedness. A (a) If any Guarantor Senior Indebtedness is not paid when due, the Subsidiary Guarantor may not make any payment in respect of its Guarantees pay the Subordinated Debt unless the default shall have been cured or make any deposit pursuant to Article Four if any principal, premium waived or interest in respect of such Guarantor Senior Indebtedness of such Guarantor is not has been paid within in full.
(b) If any applicable grace period (including at maturity) or any other default on any Guarantor Senior Indebtedness of such Guarantor (other than as set forth in Section 10(a) hereof occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either caseterms, the Subsidiary Guarantor may not pay the Subordinated Debt unless the default has shall have been cured or waived and any such acceleration has been rescinded or such Guarantor Senior Indebtedness has been paid in full in cash; provided.
(c) Notwithstanding the foregoing Sections 10(a) and (b), however, that a the Subsidiary Guarantor may make payments in respect of its Guarantees pay the Subordinated Debt without regard to the foregoing if such the Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of each issue of Designated the Guarantor Senior IndebtednessIndebtedness with respect to which either of the events set forth in Sections 10(a) and (b) has occurred and is continuing. During the continuance of any default (other than a default described in Sections 10(a) and (b)) with respect to any Designated Guarantor 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 the Subsidiary Guarantor may not make payments in respect of its Guarantees pay the Subordinated Debt for a period (a “Guarantee the "Payment Blockage Period”") commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Subsidiary Guarantor) of a written notice of such default (the "Blockage Notice") from the Representative of any the holders of such Designated Guarantor Senior Indebtedness guaranteed by the Subsidiary Guarantor specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee and such the Subsidiary Guarantor from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Blockage Notice is no longer continuinghas been waived in writing or (iii) because such Designated Senior Indebtedness guaranteed by the Subsidiary Guarantor has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803)sentence, unless the holders of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have has accelerated the maturity of such Designated Senior Indebtedness, the Subsidiary Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage Period. Not The Securities shall not be subject to more than one Guarantee Payment Blockage Notice may be given Period in any consecutive 360365-day period, irrespective of the number of such nonpayment defaults with respect to any number Designated Senior Indebtedness guaranteed by the Subsidiary Guarantor during such period.
(d) The Subsidiary Guarantor covenants that it will, upon request of issues the Trustee, deliver an Officers' Certificate (with copies thereof to the Representative of Designated each class of Guarantor Senior Indebtedness) showing in reasonable detail the Guarantor Senior Indebtedness during such period, unless otherwise specified pursuant to Section 301 for the Securities outstanding as of a series; provided, 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 1803, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor 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 Officers' Certificate and the Representative of each class of such Designated Guarantor Senior Indebtedness. The Trustee may conclusively rely thereon except to the extent that it shall have received, from the Representative of any class of such Guarantor Senior Indebtedness, notice in writing controverting any of the statements made therein. Not less than 10 days prior to making any distribution in respect of Guarantor Senior Indebtedness pursuant to this Section, the Trustee shall deliver to each Representative of any class of such Guarantor Senior Indebtedness copies of the most recent Officers' Certificate filed with it by such Subsidiary Guarantor pursuant to this subsection (d).
(e) In the event that the Securities are declared due and payable before their Stated Maturity in accordance with Article 6 of the Indenture, then and in such event the holders of Guarantor Senior Indebtedness outstanding at the time the Securities so become due and payable shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of such Guarantor Senior Indebtedness (whether or not within a period an Event of 360 consecutive daysDefault has occurred thereunder or the Guarantor Senior Indebtedness is, unless such default or event has been declared to be, due and payable prior to the date on which it otherwise would have become due and payable) before the Holders shall be entitled to receive any payment in respect of default shall have been cured or waived for a period of not less than 90 consecutive daysthe Securities.
Appears in 1 contract
Samples: Supplemental Indenture (Hollywood Entertainment Corp)
Default on Guarantor Senior Indebtedness. A Guarantor may not make any payment in respect under its Guaranty of its Guarantees the Senior Subordinated Notes and may not acquire any Senior Subordinated Notes for cash or make any deposit pursuant to Article Four if any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period property if:
(including at maturity1) or any other a default on Guarantor Senior Indebtedness of such Guarantor or Senior Indebtedness of the Issuer occurs and the maturity is continuing that permits holders of such Guarantor Senior Indebtedness or such Senior Indebtedness, as the case may be, to accelerate the maturity thereof; and
(2) unless such default relates to a failure by such Guarantor or the Issuer to make any payment in respect of any Guarantor Senior Indebtedness of such Guarantor or any Senior Indebtedness of the Issuer, respectively, when due or within any applicable grace period (a "Payment Default"), such default is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded subject of judicial proceedings or such Guarantor Senior Indebtedness has been paid in full in cash; providedor the Issuer receives notice of the default. If such Guarantor or the Issuer receives any such notice, however, that then a Guarantor may make payments in respect of its Guarantees without regard similar notice received within nine months thereafter relating to the foregoing if such Guarantor and same default on the Trustee receive written notice approving such payment from the Representative of each same issue of Designated Guarantor Senior Indebtedness. During the continuance of any other default with respect to any Designated Guarantor Senior Indebtedness pursuant to which of such Guarantor or Senior Indebtedness of the maturity thereof Issuer, as the case may be, shall not be accelerated immediately without further notice effective for purposes of this Section 15.4. "A Guarantor may resume payments under its Guaranty of the Senior Subordinated Notes and may acquire Senior Subordinated Notes if and when:
(except A) (i) 135 days pass after, in the case of a Payment Default, the later of the date such notice as may be required to effect such acceleration) or payment was due and the expiration of any applicable grace periodsperiod for such payment or, a Guarantor may not make payments in respect the case of its Guarantees for a period (a “Guarantee Payment Blockage Period”) commencing upon any other such default, the receipt by such Guarantor and date the Trustee of written related judicial proceedings commence or that notice of such default from is given to such Guarantor or the Representative of any Designated Issuer, as the case may be, and (ii) the Guarantor Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated by written notice to the Trustee and of such Guarantor from or the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or because of the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding Issuer, as the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803)case may be, unless the holders of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Guarantor may resume payments in respect of which such default exists has not been declared due and payable in its Guarantees after entirety within such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given in any consecutive 360-135 day periodperiod or, irrespective of if declared due and payable, such declaration has been rescinded, waived or annulled; or
(B) the number of defaults with respect to any number of issues of Designated Guarantor Senior Indebtedness during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided, 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 1803, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating of such Guarantee Payment Blockage Period shall Guarantor or the Senior Indebtedness of the Issuer, as the case may be, is cured or waived; and this Article Fifteen otherwise permits the payment or acquisition at that time. "In the event that, notwithstanding the foregoing, any Guarantor shall make any payment to the Trustee or the Holder of any Senior Subordinated Notes prohibited by the foregoing provisions of this Section 15.4, then and in such event such payment shall, to the extent permitted by law, be made, held in trust for the basis benefit of and be paid over and delivered forthwith to the holders of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative Guarantor Senior Indebtedness of such Designated Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing such Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall Indebtedness may have been cured or waived for a issued. "The provisions of this Section 15.4 shall not apply to any payment with respect to which Section 15.2 would be applicable. "Without limiting the effect of this Section 15.4, no Guarantor shall make any payment under its Guaranty during any period when the Issuer would be prohibited from making payments on the Senior Subordinated Notes pursuant to Section 13.4 of not less than 90 consecutive daysthis Indenture.
Appears in 1 contract
Default on Guarantor Senior Indebtedness. A (a) No direct or indirect payment by or on behalf of the Guarantor may not make under the Guarantee, whether pursuant to the terms of the Guarantee or upon acceleration, by way of repurchase, redemption, defeasance or otherwise, will be made if, at the time of such payment, there exists a default in the payment when due of all or any payment portion of the obligations under or in respect of its Guarantees or make any deposit pursuant to Article Four if any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period (including Indebtedness, whether at maturity) , on account of mandatory redemption or any other prepayment, acceleration or otherwise, and such default on Guarantor Senior Indebtedness of such Guarantor occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has shall not have been cured or waived and any such acceleration has been rescinded or such Guarantor Senior Indebtedness has been paid in full in cash; provided, however, that a Guarantor may make payments in respect the benefits of its Guarantees without regard to this sentence waived by or on of the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative holders of each issue of Designated Guarantor Senior Indebtedness. During .
(b) In addition, during the continuance of any other nonpayment default or nonpayment Event of Default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further accelerated, and upon receipt by the Trustee of written notice (except a “Guarantee Payment Blockage Notice”) from a holder or holders of such notice as may be required to effect such acceleration) Guarantor Senior Indebtedness or the expiration trustee or agent acting on behalf of such Guarantor Senior Indebtedness, then, unless and until such default or Event of Default has been cured or waived or has ceased to exist or such Guarantor Senior Indebtedness has been discharged or repaid in full in cash, or the requisite holders of such Guarantor Senior Indebtedness have otherwise agreed in writing, no payment of any applicable grace periodskind or character with respect to any principal of or interest on or distribution will be made by or on behalf of the Guarantor on account of or with respect to the Guarantee, a Guarantor may not make payments in respect of its Guarantees for during a period (a “Guarantee Payment Blockage Period”) commencing upon on the date of receipt of such Guarantee Payment Blockage Notice by such Guarantor and the Trustee of written notice of such default from and ending 179 days thereafter. Notwithstanding anything herein to the Representative of any Designated Guarantor Senior Indebtedness specifying an election to effect contrary, (x) in no event will a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending extend beyond 179 days thereafter from the date the Guarantee Payment Blockage Notice in respect thereof was given and (or earlier if such y) there must be 180 days in any 360-day period during which no Guarantee Payment Blockage Period is terminated by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or 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 Section 1802 and the first sentence of this Section 1803), unless the holders of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Guarantor may resume payments in respect of its Guarantees after such Guarantee Payment Blockage Periodeffect. Not more than one Guarantee Payment Blockage Notice Period may be given in any consecutive 360-day period, irrespective of the number of defaults commenced with respect to any number of issues of Designated Guarantor Senior Indebtedness during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided, 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 period of 360 consecutive day perioddays. For purposes of this Section 1803, no No default or event Event of default which Default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantee Payment Blockage Period shall may be, or be made, the basis of for the commencement of a subsequent any other Guarantee Payment Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event Event of default shall have Default has been cured or waived for a period of not less than 90 consecutive days.
(c) 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 1502, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Guarantor, to the extent necessary to pay such Guarantor Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Guarantor Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee.
Appears in 1 contract
Samples: Indenture (Arch Capital Group Ltd.)
Default on Guarantor Senior Indebtedness. A No Guarantor may not make any payment in pay the principal of, premium (if any), or interest on, and other Obligations with respect of its to, the Securities or the Subsidiary Guarantees or make any deposit pursuant to Article Four Section 9.01 or repurchase, redeem or otherwise retire any Securities or the Subsidiary Guarantees (collectively, "PAY THE SECURITIES") if (i) any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period in cash or cash equivalents when due or (including at maturityii) or any other default on Guarantor Senior Indebtedness of such Guarantor occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived or is no longer continuing and/or and any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cashcash or cash equivalents, or other form acceptable to holders of Guarantor Senior Indebtedness; providedPROVIDED, howeverHOWEVER, that a the Guarantor may make payments in respect pay the Securities but subject to the provisions of its Guarantees the first sentence of this Section 13.03 and the provisions of Section 13.02, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative Representatives of each issue the Designated Senior Indebtedness with respect to which either of Designated Guarantor Senior Indebtednessthe 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 Guarantor 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 make payments pay the Securities (except (i) in respect Qualified Equity Interest 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 Guarantees 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 long as the court, in approving any payment or distribution or stock or securities of the type described in the preceding clauses (i)-(iii), gives effect to the subordination provisions set for in this Indenture) for a period (a “Guarantee Payment Blockage Period”"GUARANTOR PAYMENT BLOCKAGE PERIOD") commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Company) of written notice (a "GUARANTOR BLOCKAGE NOTICE") of such default from the Representative of any the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Guarantor Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantee Guarantor Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Guarantor Blockage Notice is no longer continuing). continuing or (iii) because such Designated Senior Indebtedness has been repaid in full.) Notwithstanding the provisions described in of the immediately preceding sentence (sentence, but subject to the provisions contained in Section 1802 and of the first sentence of this Section 1803), unless 13.03 and the holders provisions of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessSection 13.02, the Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Guarantor Senior Indebtedness during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided, 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 1803, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor 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 Guarantor 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.
Appears in 1 contract
Samples: Indenture (MTS Inc)
Default on Guarantor Senior Indebtedness. A Guarantor may not make pay principal of, premium (if any) or interest on, or any payment other amount in respect of of, the Notes pursuant to its Guarantees Guarantee or make any deposit pursuant to Article Four VIII and may not otherwise purchase, redeem or otherwise retire any Notes or make any payments with respect to any obligations on the Guarantee of such Guarantor (collectively, "pay the Notes") if any principal, premium or interest amount due in respect of any Guarantor Senior Indebtedness of such Guarantor is not paid within (including, without limitation any applicable grace period (including at maturity) or any other default on Guarantor Senior Indebtedness amount due as a result of such Guarantor occurs and acceleration of the maturity thereof by reason of such Guarantor Senior Indebtedness is accelerated default or otherwise) has not been paid in accordance with its terms unless, full in either case, cash or Cash Equivalents unless 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; providedcash or Cash Equivalents. However, however, that a such Guarantor may make payments in respect of its Guarantees pay the Notes without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of each issue the holders of Designated the Guarantor Senior IndebtednessIndebtedness with respect to which the events set forth in the immediately preceding sentence have occurred and are continuing. During In addition, during the continuance of any default (other than a payment default described in the first sentence of the immediately preceding paragraph) with respect to any Designated Guarantor 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 such Guarantor may not make payments in respect of its Guarantees pay the Notes for a period (a “Guarantee "Guarantor Payment Blockage Period”") commencing upon the receipt by such Guarantor and the Trustee (with a copy to such Guarantor) of written notice (a "Guarantor Blockage Notice") of such default from the Representative of any the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Guarantor Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Guarantee Guarantor Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Guarantor Blockage Notice is no longer continuingand all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist or (iii) because such Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained paragraph, unless any payment default described in Section 1802 and the first sentence of this Section 1803)the second immediately preceding paragraph has occurred and is then continuing, unless the holders of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Guarantor may resume payments in respect on the Notes after the end of its Guarantees after such Guarantee Guarantor Payment Blockage Period, including any missed payments. Not more than one Guarantee Guarantor Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Guarantor Senior Indebtedness during such period. However, unless otherwise specified pursuant to Section 301 for if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Guarantor Senior Indebtedness other than the Securities Bank Indebtedness, a Representative of a series; providedholders of Bank Indebtedness may give another Guarantor Blockage Notice within such period. In no event, however, that in no event may the total number of days during which any Guarantee Guarantor 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 1803, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor 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 Guarantor 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.
Appears in 1 contract
Default on Guarantor Senior Indebtedness. A No Guarantor may not make pay the Securities if (i) any payment in respect of its Guarantees or make any deposit pursuant to Article Four if any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period in cash or Cash Equivalents when due or (including at maturityii) or any other default on Guarantor Senior Indebtedness of such Guarantor occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and or is no longer continuing and/or any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cashfull; provided, however, that a the Guarantor may make payments in respect pay the Securities subject to the provisions of its Guarantees Section 7.02, without regard to the foregoing if such the Guarantor and the Trustee receive written notice approving such payment from the Representative Representatives of each issue the Senior Indebtedness with respect to which either of Designated Guarantor Senior Indebtednessthe 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 Guarantor 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 make payments pay the Securities (except (i) in respect Qualified Capital Stock issued by such Guarantor to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by such Guarantor in payment of its Guarantees 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 the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities) for a period (a “Guarantee Payment Blockage Period”"GUARANTOR PAYMENT BLOCKAGE PERIOD") commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Guarantor) of written notice (a "GUARANTOR BLOCKAGE NOTICE") of such default from the Representative of any the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Guarantor Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such the Guarantor from the Person or Persons who gave such Guarantee Guarantor Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Guarantor Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in of the immediately preceding sentence (sentence, but subject to the provisions contained in Section 1802 and of the first sentence of this Section 1803), unless 7.03 and the holders provisions of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessSection 7.02, the Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Guarantor Senior Indebtedness during such period. However, unless otherwise specified pursuant to Section 301 for if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Securities of a series; providedagent under the Senior Credit Facilities), the agent under the Senior Credit Facilities may give another Blockage Notice within such period. In no event, however, that in no event may the total number of days during which any Guarantee Payment Blockage Period or Payment Blockage Periods is are in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 1803, no No nonpayment default or event of default which that existed or was continuing on the date of the commencement delivery of any Guarantee Payment Blockage Period with respect Notice to the Designated Guarantor Senior Indebtedness initiating such Guarantee Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Samples: Indenture (Lin Television Corp)
Default on Guarantor Senior Indebtedness. A Subsidiary Guarantor may shall not make any pay the principal of, premium (if any) or interest on or other payment obligations in respect of its the Subsidiary Guarantees or make any deposit pursuant to Article Four Section 8.1 or Section 8.2 or repurchase, redeem or otherwise retire the Subsidiary Guarantee (collectively, “pay the Securities”) if (i) any principal, premium Senior Indebtedness or interest in respect of Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor is not paid within when due in cash or Cash Equivalents (taking into account any applicable grace period (including at maturityperiods) or (ii) any other default on Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (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 cashcash or Cash Equivalents; provided, however, however that a each Subsidiary Guarantor may make payments in respect of its Guarantees pay the Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated the Senior Indebtedness or Guarantor Senior IndebtednessIndebtedness 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 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 each Subsidiary Guarantor may not make payments in respect of its Guarantees for a period (a “Guarantee pay the Securities during the Payment Blockage Period”Period (as defined under Section 10.3) commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Company) of written notice the Blockage Notice (as defined under Section 10.3) of such default from the Representative Representative(s) of any the holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in of the immediately preceding sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803)sentence, unless the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor or the Representative Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, the such Subsidiary Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage PeriodPeriod (including any missed payments). Not more than one Guarantee Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period. However, unless otherwise specified pursuant to Section 301 for 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 Securities Bank Indebtedness, the Representatives of a series; providedthe Bank Indebtedness may give another Blockage Notice within such period. In no event, 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 180312.3, no default or event of default which that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness or the Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor 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 or the Designated Guarantor Senior IndebtednessIndebtedness 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 cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Default on Guarantor Senior Indebtedness. A No Guarantor may not make any payment in pay the principal of, premium (if any), or interest on, and other obligations with respect of its Guarantees to, the Securities or make any deposit pursuant to Article Four Section 9.03 or repurchase, redeem or otherwise retire any Securities (collectively, "pay the Securities") if (i) any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period in cash or Cash Equivalents when due or (including at maturityii) or any other default on Guarantor Senior Indebtedness of such Guarantor occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and or is no longer continuing and/or any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cashfull; provided, however, that a the Guarantor may make payments in respect pay the Securities subject to the provisions of its Guarantees Section 12.02, without regard to the foregoing if such the Guarantor and the Trustee receive written notice approving such payment from the Representative Representatives of each issue the Senior Indebtedness with respect to which either of Designated Guarantor Senior Indebtednessthe 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 Guarantor 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 make payments pay the Securities (except (i) in respect Qualified Capital Stock issued by such Guarantor to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by such Guarantor in payment of its Guarantees 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 the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities) for a period (a “Guarantee "Guarantor Payment Blockage Period”") commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Guarantor) of written notice (a "Guarantor Blockage Notice") of such default from the Representative of any the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Guarantor Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such the Guarantor from the Person or Persons who gave such Guarantee Guarantor Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Guarantor Blockage Notice is no longer continuing)) or (iii) because such Designated Senior Indebtedness has been repaid in full. Notwithstanding the provisions described in of the immediately preceding sentence (sentence, but subject to the provisions contained in Section 1802 and of the first sentence of this Section 1803), unless 12.03 and the holders provisions of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessSection 12.02, the Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Guarantor Senior Indebtedness during such period. However, unless otherwise specified pursuant to Section 301 for if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Securities of a series; providedagent under the Senior Credit Facilities), the agent under the Senior Credit Facilities may give another Blockage Notice within such period. In no event, however, that in no event may the total number of days during which any Guarantee Payment Blockage Period or Payment Blockage Periods is are in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 1803, no No nonpayment default or event of default which that existed or was continuing on the date of the commencement delivery of any Guarantee Payment Blockage Period with respect Notice to the Designated Guarantor Senior Indebtedness initiating such Guarantee Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Samples: Indenture (WTNH Broadcasting Inc)
Default on Guarantor Senior Indebtedness. A Subsidiary Guarantor may shall not make any pay the principal of, premium, if any, or interest on or other payment obligations in respect of its the Securities Guarantees or make any deposit pursuant to Article Four Section 8.2 or repurchase, redeem or otherwise retire the Securities Guarantee (collectively, “pay the Securities”) if (i) any principal, premium Senior Indebtedness or interest in respect of Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor is not paid within any applicable grace period when due in cash or Cash Equivalents or (including at maturityii) or any other default on Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (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 cashcash or Cash Equivalents; provided, however, that a each Subsidiary Guarantor may make payments in respect of its Guarantees pay the Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated the Senior Indebtedness or Guarantor Senior IndebtednessIndebtedness 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 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 each Subsidiary Guarantor may not make payments in respect of its Guarantees for a period (a “Guarantee pay the Securities during the Payment Blockage Period”Period (as defined under Section 10.3) commencing upon the receipt by such Guarantor the Trustee (with a copy to the Company and the Trustee Subsidiary Guarantor) of written notice the Blockage Notice (as defined under Section 10.3) of such default from the Representative Representative(s) of any the holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee Trustee, the Subsidiary Guarantor and such Guarantor the Company from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Blockage Notice is no longer continuingcontinuing 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 described in of the immediately preceding sentence sentence, such Subsidiary Guarantor may resume payments on the Securities after the end of such Payment Blockage Period (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803), 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 Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, the Guarantor may resume payments in respect of its Guarantees after such Guarantee Payment Blockage Period. Not more than one Guarantee Blockage Notice may be given 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 any number of issues of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided. In no event, 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 1803paragraph, no default or event of default which that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness or the Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor 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 or the Designated Guarantor Senior IndebtednessIndebtedness 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 cured or waived for a period of not less than 90 consecutive days.
Appears in 1 contract
Default on Guarantor Senior Indebtedness. A No Note Guarantor may not make any payment in respect of its Guarantees or make any deposit pursuant to Article Four its Note Guarantee and may not otherwise purchase, redeem or otherwise retire or defease any Notes (collectively, "pay its Note Guarantee") if (i) any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Note Guarantor is not paid within any applicable grace period when due or (including at maturityii) or any other default on Guarantor Senior Indebtedness of such Note Guarantor occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms (either such event, a "Guarantor Payment Default") unless, in either case, (x) the default 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 cashfull; provided, however, that a Note Guarantor may make payments in respect of pay its Guarantees Note Guarantee without regard to the foregoing if such Note Guarantor and the Trustee receive written notice approving such payment from the Representative for the Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing. In addition, no Note Guarantor may pay its Note Guarantee during the continuance of each issue a Payment Blockage Period after receipt by the Company and the Trustee of a Blockage Notice under Section 1403. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions of the first paragraph of this Section 1503), 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 the holders of such Designated Guarantor Senior Indebtedness or the Representative of such holders have accelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists. During In addition, during the continuance of any default (other default than a Guarantor Payment Default) with respect to any Guarantor Designated Guarantor 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 periodsperiod (a "Guarantor Non-payment Default"), a such Note Guarantor may not make payments in respect of pay its Guarantees Note Guarantee for a the period specified as follows (a “Guarantee "Guarantor Payment Blockage Period”) commencing "). The Guarantor Payment Blockage Period shall commence upon the receipt by such Guarantor and the Trustee (with copy to such Note Guarantor) of written notice (a "Guarantor Blockage Notice") of such default Guarantor Non-payment Default from the Representative of any for such Guarantor Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Guarantor Payment Blockage Period and shall end on the earliest to occur of the following events: (a “Guarantee 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 ending 179 days thereafter no other Guarantor Payment Default or Guarantor Non-payment Default is then con tinuing), (iii) such Guarantor Designated Senior Indebtedness shall have been discharged or earlier if repaid in full in cash or Cash Equivalents or (iv) such Guarantee Guarantor Payment Blockage Period is shall have been terminated by written notice to the Trustee and such Note Guarantor from the Person or Persons who gave such Guarantee Guarantor Blockage Notice. A Note Guarantor may pay its Note Guarantee, by repayment in full in cash of after such Designated Guarantor Senior Indebtedness or because the default giving rise to such Guarantee Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803)Period ends, unless the holders of such Guarantor Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Guarantor Designated Senior Indebtedness, the or any Guarantor may resume payments in respect of its Guarantees after such Guarantee Payment Blockage PeriodDefault otherwise exists. Not more than one Guarantee Guarantor Blockage Notice to a Note Guarantor in the aggregate may be given in any 360 consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Guarantor Designated Guarantor Senior Indebtedness of such Note Guarantor during such period, unless otherwise specified pursuant to Section 301 for the Securities except that if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Guarantor Designated Senior Indebtedness of such Note Guarantor other than Bank Indebtedness, a series; provided, however, Representative of holders of Bank Indebtedness that in is Guaranteed by such Note Guarantor may give another Guarantor Blockage Notice within such period. In no event may the total number of days during which any Guarantee Guarantor Payment Blockage Period or Periods is in effect exceed extend beyond 179 days in from the aggregate 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. For purposes of this Section 1803, period during which no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Guarantor Payment Blockage Period with respect to the Designated Guarantor 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 Guarantor 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 daysis in effect.
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Samples: Indenture (Us Office Products Co)
Default on Guarantor Senior Indebtedness. A No Note Guarantor may not make any payment in respect of its Guarantees or make any deposit 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 trust described in Article Four 12 if the funding of such trust is permitted under Article 12) (collectively, "pay its Note Guarantee") if (i) any principal, premium or interest in respect of Guarantor Senior Indebtedness of such Note Guarantor is not paid within any applicable grace period when due or (including at maturityii) or any other default on Guarantor Senior Indebtedness of such Note Guarantor occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms (either such event, a "Guarantor Payment Default") unless, in either case, (x) the default 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 cashcash or Cash Equivalents; provided, howeverthat, that a Note Guarantor may make payments in respect of pay its Guarantees Note Guarantee without regard to the foregoing if such Note Guarantor and the Trustee receive written notice approving such payment from the 102 Representative for the Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing. In addition, no Note Guarantor may pay its Note Guarantee during the continuance of each issue a Payment Blockage Period after receipt by the Company and the Trustee of Designated a Blockage Notice under Section 14.03. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions of the first paragraph of this Section 15.03), a Note Guarantor Senior Indebtednessshall 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. During In addition, during the continuance of any default (other default than a Guarantor Payment Default) with respect to any Guarantor Designated Guarantor Senior Indebtedness of a Note Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (notice, except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periodsperiod (a "Guarantor Non-payment Default"), a Note Guarantor may not make payments in respect of pay its Guarantees Note Guarantee for a the period specified as follows (a “Guarantee "Guarantor Payment Blockage Period”) commencing "). The Guarantor Payment Blockage Period shall commence upon the receipt by such Guarantor and the Trustee (with copy to such Note Guarantor) of written notice (a "Guarantor Blockage Notice") of such default Guarantor Non-payment Default from the Representative of any for such Guarantor Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantee Guarantor Payment Blockage Period and shall end on the earliest to occur of the following events: (a “Guarantee 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 ending 179 days thereafter no other Guarantor Payment Default or Guarantor Non-payment Default is then continuing), (iii) such Guarantor Designated Senior Indebtedness shall have been discharged or earlier if repaid in full in cash or Cash Equivalents or (iv) such Guarantee Guarantor Payment Blockage Period is shall have been terminated by written notice to the Trustee and such Note Guarantor from the Person or Persons who gave such Guarantee Guarantor Blockage Notice. A Note Guarantor may pay its Note Guarantee, by repayment in full in cash of after such Designated Guarantor Senior Indebtedness or because the default giving rise to such Guarantee Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803)Period ends, unless the holders of such Designated any Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Guarantor may resume payments in respect of its Guarantees after such Guarantee Payment Blockage PeriodDefault otherwise exists. Not more than one Guarantee Guarantor Blockage Notice to a Note Guarantor in the aggregate may be given in any 360 consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Guarantor Designated Guarantor Senior Indebtedness of such Note Guarantor during such period, unless otherwise specified pursuant to Section 301 for the Securities of a series; provided, however, that in . In no event may the total number of days during which any Guarantee Guarantor Payment Blockage Period or Periods is in effect exceed extend beyond 179 days in from the aggregate 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. For purposes of this Section 1803, period during which no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Guarantor Payment Blockage Period with respect to the Designated Guarantor 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 Guarantor 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 daysis in effect.
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Default on Guarantor Senior Indebtedness. A Subsidiary Guarantor may shall not make any pay the principal of, premium (if any) or interest on or other payment obligations in respect of its the Subsidiary Guarantees or make any deposit pursuant to Article Four VIII or Article XIII or repurchase, redeem or otherwise retire the Subsidiary Guarantee (collectively, “pay the Securities”) if (i) any principal, premium Senior Indebtedness or interest in respect of Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor is not paid within when due in cash or Cash Equivalents (taking into account any applicable grace period (including at maturityperiods) or (ii) any other default on Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (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 cashcash or Cash Equivalents; provided, however, that a each Subsidiary Guarantor may make payments in respect of its Guarantees pay the Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated the Senior Indebtedness or Guarantor Senior IndebtednessIndebtedness 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 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 each Subsidiary Guarantor may not make payments in respect of its Guarantees for a period (a “Guarantee pay the Securities during the Payment Blockage Period”Period (as defined under Section 10.3) commencing upon the receipt by such Guarantor and the Trustee (with a copy to the Company) of written notice the Blockage Notice (as defined under Section 10.3) of such default from the Representative Representative(s) of any the holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor specifying an election to effect a Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantee Blockage Notice, by repayment in full in cash of such Designated Guarantor Senior Indebtedness or (ii) because the default giving rise to such Guarantee Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in of the immediately preceding sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803)sentence, unless the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor or the Representative Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, the such Subsidiary Guarantor may resume payments in respect on the Securities after the end of its Guarantees after such Guarantee Payment Blockage PeriodPeriod (including any missed payments). Not more than one Guarantee Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period. However, unless otherwise specified pursuant to Section 301 for 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 Securities Bank Indebtedness, the Representatives of a series; providedthe Bank Indebtedness may give another Blockage Notice within such period. In no event, 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 180312.3, no default or event of default which that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness or the Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor 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 or the Designated Guarantor Senior IndebtednessIndebtedness 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 cured or waived for a period of not less than 90 consecutive days.
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