Common use of No Payment on Guarantee in Certain Circumstances Clause in Contracts

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment by or on behalf of any Guarantor of principal of or interest on the Securities, whether pursuant to the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities (except that holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) if (i) a default in the payment of the principal of or interest on Designated Senior Debt of such Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Guarantor that permits holders of the Designated Senior Debt of such Guarantor as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Guarantor Payment Blockage Notice”) from the Issuer or a Guarantor or the holders of any such Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Guarantor Payment Blockage Period”), unless the maturity of any such Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one Guarantor Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment by or on behalf of any Guarantor of principal of or interest on the Securities, whether pursuant to the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities (except that holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) if If (i) a any default in the payment of the principal of or interest on Designated Senior Debt of such Guarantor occurs and is continuing beyond in the payment when due, whether at maturity, upon any applicable period redemption, by declaration or otherwise, of grace any principal of, interest on, or other amounts due and owing on, any Subsidiary Senior Debt of a Subsidiary Guarantor or (ii) any other default occurs and is continuing with respect to any Designated Subsidiary Senior Debt of a Subsidiary Guarantor resulting in the acceleration of the maturity of all or any portion of such Designated Subsidiary Senior Debt, no payment shall be made by or on behalf of such Subsidiary Guarantor or any other Person on its behalf with respect to any obligations on the Securities or any of the obligations of such Subsidiary Guarantor on its Guarantee, or to acquire any of the Securities for cash or property or otherwise, except out of a trust theretofore established pursuant to the provisions of Section 4.2 hereof (provided that permits payment into such trust was not made during any period in which payment on the Securities is blocked pursuant to the subordination provisions of this Indenture). In addition, if any other event of default occurs and is continuing (or if such an event of default would occur upon any payment with respect to the Securities) with respect to the Designated Subsidiary Senior Debt of a Subsidiary Guarantor, as such event of default is defined in the instrument creating or evidencing such Designated Subsidiary Senior Debt permitting the holders of such Designated Subsidiary Senior Debt then outstanding, or their Representative, to accelerate the maturity thereof and if the Representative for the Designated Subsidiary Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until the date, if any, on which all Designated Subsidiary Senior Debt to which such event of default relates is discharged or the Representative for the Designated Subsidiary Senior Debt gives notice that all events of default have been cured or waived or have ceased to exist or the Trustee receives written notice from the Representative for the Designated Senior Guarantor Debt of such terminating the Guarantor Blockage Period (as to which such default relates to accelerate its maturity and defined below), during the Trustee receives a written notice of such other default (a “Guarantor Payment Blockage Notice”) from the Issuer or a Guarantor or the holders of any such Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which delivery of such Guarantor Default Notice (the applicable "Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Guarantor Payment Blockage Period”"), unless neither such Subsidiary Guarantor nor any other Person on its behalf shall (x) make any payment with respect to any obligations on the maturity Securities or under the Guarantee or (y) acquire any of any such Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)Securities for cash or property or otherwise. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Guarantor Payment Blockage Period extend beyond 179 days from the date the payment on the Securities was due. Only one such Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 14.8(a), no event of default which existed or was continuing (it being acknowledged that any action of the Company or its Subsidiaries occurring subsequent to delivery of a Payment Blockage Notice that would give rise to any event of default pursuant to any provision under which an event of default previously existed (or was continuing at the time of delivery of such Payment Blockage Notice) shall constitute a new event of default for this purpose) on the date of the commencement of any Guarantor Blockage Period with respect to the Securities during any period Designated Subsidiary Senior Debt of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any a Subsidiary Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for the commencement of a subsequent second Guarantor Payment Blockage Notice (it being understood that any subsequent actionPeriod by the Representative of the Designated Subsidiary Senior Debt of such Subsidiary Guarantor whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or any breach of any covenant waived for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment by or on behalf of any Guarantor of principal of or interest on the Securities, whether pursuant to the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities (except that holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) if If (i) a any default in the payment of the principal of or interest on Designated Senior Debt of such Guarantor occurs and is continuing beyond in the payment when due, whether at maturity, upon any applicable period redemption, by declaration or otherwise, of grace any principal of, interest on, or other amounts due and owing on, any Guarantor Senior Debt or (ii) any other default occurs and is continuing with respect to any Designated Guarantor Senior Debt resulting in the acceleration of the maturity of all or any portion of such Designated Guarantor Senior Debt, no payment shall be made by or on behalf of the Subsidiary Guarantor or any other Person on its behalf with respect to any obligations on the Securities or any of the obligations of the Subsidiary Guarantor on its Guarantee, or to acquire any of the Securities for cash or property or otherwise, except out of a trust theretofore established pursuant to the provisions of Section 4.2 hereof (provided that permits payment into such trust was not made during any period in which payment on the Securities is blocked pursuant to the subordination provisions of this Indenture). In addition, if any other event of default occurs and is continuing (or if such an event of default would occur upon any payment with respect to the Securities) with respect to the Designated Guarantor Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt permitting the holders of such Designated Guarantor Senior Debt then outstanding, or their Representative, to accelerate the maturity thereof and if the Representative for the Designated Guarantor Senior Debt gives written notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until the date, if any, on which ------------------------ all Designated Guarantor Senior Debt to which such event of default relates is discharged or the Representative for the Designated Guarantor Senior Debt gives notice that all events of default have been cured or waived or have ceased to exist or the Trustee receives written notice from the Representative for the Designated Senior Guarantor Debt of such terminating the Guarantor Blockage Period (as to which such default relates to accelerate its maturity and defined below), during the Trustee receives a written notice of such other default (a “Guarantor Payment Blockage Notice”) from the Issuer or a Guarantor or the holders of any such Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which delivery of such Guarantor Default Notice (the applicable "Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Guarantor Payment Blockage Period”"), unless neither the maturity Subsidiary Guarantor nor ------------------------- any other Person on its behalf shall (x) make any payment with respect to any obligations on the Securities or under the Guarantee or (y) acquire any of any such Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)Securities for cash or property or otherwise. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall will a Guarantor Payment Blockage Period extend beyond 179 days from the date the payment on the Securities was due. Only one such Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one Guarantor Payment Blockage Period may be commenced within any 360 consecutive days. For all purposes of this Section 14.10(a), no event of default which existed or was continuing (it being acknowledged that any action of the Company or its subsidiaries occurring subsequent to delivery of a Payment Blockage Notice that would give rise to any event of default pursuant to any provision under which an event of default previously existed (or was continuing at the time of delivery of such Payment Blockage Notice) shall constitute a new event of default for this purpose) on the date of the commencement of any Guarantor Blockage Period with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Designated Guarantor Payment Blockage Notice to the Trustee Senior Debt shall be, or be made, the basis for the commencement of a subsequent second Guarantor Payment Blockage Notice (it being understood that any subsequent actionPeriod by the Representative of the Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or any breach of any covenant waived for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment by or on behalf of any Guarantor of principal of or interest on the Securities, whether pursuant to the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities (except that holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) if (i) a default in the payment of the principal of or interest on Designated Senior Debt of such Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Guarantor that permits holders of the Designated Senior Debt of such Guarantor as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Guarantor Payment Blockage Notice”) from the Issuer Company or a Guarantor or the holders of any such Designated Senior Debt (with a copy to the IssuerCompany) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Guarantor Payment Blockage Period”), unless the maturity of any such Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one Guarantor Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment or distribution by or on behalf of any Guarantor of principal of of, premium, if any, or interest on or other Obligations in respect of the SecuritiesSecurities pursuant to its Guarantee, whether pursuant to the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer acceleration or otherwise, or on account of any Claim shall be made to and the Holders and the Trustee shall not receive, directly or indirectly, any such payment or distribution if, at the time of Securities (except that holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) if (i) such payment, there exists a default in the payment of all or any portion of the principal of or interest obligations on any Designated Senior Debt of such Guarantor occurs Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise (and is continuing beyond the Trustee has received written notice thereof pursuant to Section 12.06 hereof), and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Debt. In addition, during the continuance of any applicable period non-payment default or non-payment event of grace or (ii) any other default occurs and is continuing with respect to any Designated Senior Debt of such Guarantor that permits holders of the Designated Senior Debt of such Guarantor as pursuant to which such default relates to accelerate its the maturity thereof may be accelerated, and upon receipt by the Trustee receives a of written notice of such other default pursuant to Section 12.06 hereof (a the “Guarantor Payment Blockage Notice”) from the Issuer a holder or a Guarantor or the holders of any such Designated Senior Debt (with a copy to or the Issuer) until all Obligations with respect to trustee or agent acting on behalf of such Designated Senior Debt are paid in full in cash; providedDebt, that payments on the Securities shall be resumed (x) in the case of a payment defaultthen, upon the date on which unless and until such default is cured, or event of default has been cured or waived or ceases has ceased to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Guarantor Payment Blockage Period”), unless the maturity of any such Designated Senior Debt has been accelerated discharged or repaid in full, no direct or indirect payment or distribution shall be made by or on behalf of any Guarantor on account of or with respect to the Securities or on account of any Claim or Obligation with respect to the Securities, except from those funds held in trust by the Trustee or any Paying Agent for the benefit of the Holders of any Securities, to such Holders, during a period (and written notice a “Guarantor Blockage Period”) commencing on the date of receipt of such acceleration has been received notice by the Trustee)Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date of the Guarantor Payment Blockage Notice in respect thereof was given and (y) not there must be 180 days in any 360 day period during which no Guarantor Payment Blockage Period is in effect. Not more than one Guarantor Payment Blockage Period may be commenced with respect to the Securities Guarantor during any period of 360 consecutive days. No nonpayment default or event of default that existed or was continuing on the date of delivery commencement of any other Guarantor Blockage Period with respect to the Designated Senior Debt initiating such Guarantor Payment Blockage Notice to the Trustee shall Period may be, or be made, to the extent the holders of such Designated Senior Debt had knowledge of the same, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach the commencement of any covenant other Guarantor Blockage Period by the holder or holders of such Designated Guarantor Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default has been cured or waived for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 consecutive days.

No Payment on Guarantee in Certain Circumstances. (a) No direct Upon the Maturity of any Senior Indebtedness by lapse of time, acceleration or indirect otherwise, unless and until all principal thereof, interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of any Guarantor of pursuant to the Guarantee with respect to the principal of or interest on the Securities, whether pursuant to Notes. Upon the terms happening of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities (except that holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) if (i) a default in the payment of any principal of or interest on or other amounts due on any Senior Indebtedness (a "Payment Default"), then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by or on behalf of any Guarantor pursuant to the Guarantee with respect to the principal of or interest on Designated Senior Debt the Notes. Upon the happening of such Guarantor occurs and is continuing beyond any applicable period default or event of grace default (other than a Payment Default) (including any event which with the giving of notice or (ii) the lapse of time or both would become an event of default In furtherance of the provisions of Section 14.1, in the event that, notwithstanding the foregoing provisions of this Section, any other default occurs and is continuing payment with respect to Designated Senior Debt the principal of such Guarantor that permits holders of or interest on the Designated Senior Debt of such Guarantor as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Guarantor Payment Blockage Notice”) from the Issuer Notes shall be made by or a Guarantor or the holders on behalf of any such Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; providedGuarantor, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Guarantor Payment Blockage Period”), unless the maturity of any such Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust). Notwithstanding anything herein or in , at a time when such payment was prohibited by the Securities provisions of this Section, then, unless and until such payment is no longer prohibited by this Section, such payment (subject to the contrary, (xprovisions of Sections 14.6 and 14.7) shall be received and held in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one Guarantor Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt trust by the Trustee or such Holder or Paying Agent for the benefit of such Guarantor Payment Blockage Noticeand shall be immediately paid over to the holders of Senior Indebtedness or their Representative, thatratably according to the aggregate amounts remaining unpaid on account of the principal of and interest on the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness in either caseaccordance with its terms, would give rise to such a default pursuant after giving effect to any provisions under which a default previously existed concurrent payment or was continuing shall constitute a new default distribution to or for this purpose)the benefit of the holders of Senior Indebtedness.

No Payment on Guarantee in Certain Circumstances. (a) No direct The Guarantors may not make any payment or indirect payment by or on behalf of any Guarantor of principal of or interest on the Securities, whether pursuant distribution to the terms Trustee or any Holder upon or in respect of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities Guaranteed Obligations (except that holders Holders of Securities may receive and retain payments in Permitted Junior Securities or made from the defeasance trust described under Article 8) Section 9.04) until all Obligations with respect to Designated Guarantor Senior Indebtedness have been paid in full in cash or Cash Equivalents, if (i) a default in the payment of the principal (including reimbursement obligations in respect to letters of credit) of, premium, if any, or interest on or commitment letter of credit or administrative fees relating to, Designated Guarantor Senior Debt of such Guarantor Indebtedness occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Guarantor Senior Debt of such Guarantor Indebtedness that permits holders of the Designated Guarantor Senior Debt of such Guarantor Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice (with a copy to the Guarantors) of such other default (a “Guarantor Payment Blockage Notice”"GUARANTOR PAYMENT BLOCKAGE NOTICE") from the Issuer or a Guarantor Guarantors or the holders of any such Designated Guarantor Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments Indebtedness. Payments on the Securities may and shall be resumed (xa) in the case of a payment default, upon the date on which such default is cured, cured or waived or ceases to exist and (yb) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Guarantor Payment Blockage Period”"GUARANTOR PAYMENT BLOCKAGE PERIOD"), unless the maturity of any such a payment default on Designated Guarantor Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee)Indebtedness then exists. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one No new Guarantor Payment Blockage Period may be commenced with respect to unless and until 360 days have elapsed since the Securities during any period date of 360 consecutive daysthe receipt by the Trustee of the immediately prior Guarantor Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, unless such default shall have been waived or any breach of any covenant cured for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)not less than 90 days.

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment by or on behalf of any Guarantor of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Securities, whether pursuant to the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities (except that holders of Securities may receive and retain (I) payments made from the defeasance trust described under Article 8) Eight and (II) payments made from the Escrow Account or from the proceeds of any drawing under any letter of credit pursuant to the Escrow Agreement) if (i) a default in the payment of the principal of or premium, if any, or interest on Designated Guarantor Senior Debt of such Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Guarantor Senior Debt of such Guarantor that permits holders of the Designated Guarantor Senior Debt of such Guarantor as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “"Guarantor Payment Blockage Notice”") from the Issuer Company or a Guarantor or the holders of any such Designated Guarantor Senior Debt (with a copy to the IssuerCompany) until all Obligations with respect to such Designated Guarantor Senior Debt are paid in full in cashfull; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, cured or waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “"Guarantor Payment Blockage Period”"), unless the maturity of any such Designated Guarantor Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one Guarantor Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment by or on behalf of any Guarantor of principal of or interest on the Securities, whether pursuant to the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities (except that holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) Eight) if (i) a default in the payment of the principal of or interest on Designated Guarantor Senior Debt of such Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Guarantor Senior Debt of such Guarantor that permits holders of the Designated Guarantor Senior Debt of such Guarantor as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “"Guarantor Payment Blockage Notice”") from the Issuer Company or a Guarantor or the holders of any such Designated Guarantor Senior Debt (with a copy to the IssuerCompany) until all Obligations with respect to such Designated Guarantor Senior Debt are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “"Guarantor Payment Blockage Period”"), unless the maturity of any such Designated Guarantor Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one Guarantor Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment by or on behalf of any Guarantor of principal of or interest on the Securities, whether pursuant to the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale Offer or a Change of Control Offer or Net Proceeds Offer or otherwise, shall be made to the Holders of Securities (except that holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) if (i) a default in the payment of the principal of of, or premium, if any, and interest on Designated Guarantor Senior Debt of such Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Guarantor Senior Debt of such Guarantor that permits holders of the Designated Guarantor Senior Debt of such Guarantor as to which such default relates to accelerate its maturity and the Trustee Holder receives a written notice of such other default (a “Guarantor Payment Blockage Notice”"GUARANTOR PAYMENT BLOCKAGE NOTICE") from the Issuer Company or a Guarantor or the holders of any such Designated Guarantor Senior Debt (with a copy to the IssuerCompany) until all Obligations with respect to such Designated Guarantor Senior Debt are paid in full in cashfull; provided, that payments on the Securities shall be resumed (x) in the case of a payment default, upon the date on which such default is cured, cured or waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee Holder (such period being referred to herein as the “Guarantor Payment Blockage Period”"GUARANTOR PAYMENT BLOCKAGE PERIOD"), unless the maturity of any such Designated Guarantor Senior Debt has been accelerated (and written notice of such acceleration has been received by the TrusteeCompany). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one Guarantor Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment by or on behalf of any Guarantor of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Securities, whether pursuant to the Guaranteed Obligations, the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03Securities, upon acceleration, pursuant to an Asset Sale Offer or Offer, Change of Control Offer Offer, an offer pursuant to paragraph (b) of Section 5.01 or otherwise, shall be made to the Holders holders of Securities and instead shall be made to the holders of Senior Indebtedness of such Guarantor (except that holders of Securities may receive and retain payments made in Permitted Junior Securities or from the defeasance trust described under Article 8) Section 9.04) if (i) a default in the payment of the principal of or premium, if any, or interest on Designated Senior Debt Indebtedness of such Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Guarantor Senior Debt of such Guarantor Indebtedness that permits holders of the Designated Guarantor Senior Debt of such Guarantor Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice (with a copy to such Guarantor) of such other default (a “"Guarantor Payment Blockage Notice”") from the Issuer or a such Guarantor --------------------------------- or the holders of any such Designated Guarantor Senior Debt (with a copy to the Issuer) Indebtedness until all Obligations with respect to such Designated Guarantor Senior Debt Indebtedness are paid in full in cashfull; provided, that payments on the Securities shall be resumed (xa) in the case of a payment default, upon the date on which such default is cured, cured or waived or ceases to exist and (yb) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “"Guarantor Payment Blockage Period”"), --------------------------------- unless the maturity of any such Designated Guarantor Senior Debt Indebtedness has been accelerated (and written notice of such acceleration has been received by the Trustee). No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given given, (y) there shall be a period of at least 181 consecutive days in each 360- day period when no Guarantor Payment Blockage Period is in effect and (yz) not more than one Guarantor Payment Blockage Period may be commenced with respect to the Securities Guarantor during any period of 360 consecutive days. No new period of payment blockage may be commenced unless and until all scheduled payments of principal, premium, if any, and interest on the Guarantees that have come due have been paid in cash. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment by or on behalf of any the Guarantor of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Securities, whether pursuant to the Guaranteed Obligations, whether pursuant to the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03Securities, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders holders of Securities and instead shall be made to the holders of Guarantor Senior Indebtedness (except that holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) Section 9.04) if (i) a default in the payment of the principal of or premium, if any, or interest on Designated Guarantor Senior Debt of such Guarantor Indebtedness occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Guarantor Senior Debt of such Guarantor Indebtedness that permits holders of the Designated Guarantor Senior Debt of such Guarantor Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice (with a copy to the Guarantor) of such other default (a “"Guarantor Payment Blockage Notice”") from the Issuer or a Guarantor or the holders of any such Designated Guarantor Senior Debt (with a copy to the Issuer) Indebtedness until all Obligations with respect to such Designated Guarantor Senior Debt Indebtedness are paid in full in cashfull; provided, that payments on the Securities shall be resumed (xa) in the case of a payment default, upon the date on which such default is cured, cured or waived or ceases to exist and (yb) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, cured or waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “"Guarantor Payment Blockage Period”"), unless the maturity of any such Designated Guarantor Senior Debt Indebtedness has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one Guarantor Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Payment Blockage Period is in effect and (z) not more than one Guarantor Payment Blockage Period may be commenced with respect to the Guarantor during any period of 360 con- 82 -75- secutive days. No event of default that existed or was continuing on the date of commencement of any other Guarantor Payment Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Blockage Period (to the extent the holder of Designated Guarantor Senior Indebtedness, or trustee or agent, giving notice commencing such Guarantor Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of not less than 90 consecutive days.

No Payment on Guarantee in Certain Circumstances. (a) No direct or indirect payment by or on behalf of any Guarantor of principal of or interest on the Securities, whether pursuant to the terms of the Securities or the Guarantees, including any deposit to the defeasance trust pursuant to Section 8.03, upon acceleration, pursuant to an Asset Sale Offer or Change of Control Offer or otherwise, shall be made to the Holders of Securities (except that holders of Securities may receive and retain payments made from the defeasance trust described under Article 8) if (i) a default in the payment of the principal of or interest on Designated Senior Debt of such Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Guarantor that permits holders of the Designated Senior Debt of such Guarantor as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such other default (a “Guarantor Payment Blockage Notice”) from the Issuer or a Guarantor or the holders of any such Designated Senior Debt (with a copy to the Issuer) until all Obligations with respect to such Designated Senior Debt are paid in full in cash; provided, that payments on the Securities shall be resumed (x) in the case of a payment defaultPayment Default, upon the date on which such default is cured, waived or ceases to exist and (y) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured, waived or ceases to exist and 179 days after the date on which the applicable Guarantor Payment Blockage Notice is received by the Trustee (such period being referred to herein as the “Guarantor Payment Blockage Period”), unless the maturity of any such Designated Senior Debt has been accelerated (and written notice of such acceleration has been received by the Trustee). Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given and (y) not more than one Guarantor Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No nonpayment default that existed or was continuing on the date of delivery of any Guarantor Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantor Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Guarantor Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).