Common use of No Payment When Senior Debt in Default Clause in Contracts

No Payment When Senior Debt in Default. The Company will not make any Subordinated Securities Payment or make any deposit pursuant to the provisions described under "Defeasance" Article Thirteen if (i) any Designated Senior Debt is not paid when due (after giving effect to any applicable grace periods) or (ii) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, the default has been cured or waived or has ceased to exist and any such acceleration has been rescinded or such Designated Senior Debt has been discharged or paid in full. Notwithstanding the foregoing, the Company may make any Subordinated Securities Payment if the Company and the Trustee receive written notice approving such payment from the representative of the Designated Senior Debt with respect to which either of the events set forth in clause (i) or (ii) of the immediately preceding sentence has occurred and is continuing. In the event that, notwithstanding the foregoing, the Company shall make any Subordinated Securities Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 1403, then and in such event, such Subordinated Securities Payment shall be paid over and delivered forthwith to the holders of the Senior Indebtedness of the Company remaining unpaid, to the extent necessary to pay in full all the Senior Indebtedness of the Company. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of Designated Senior Debt or the representative of such holders of the acceleration. The provisions of this Section 1403 shall not apply to any Subordinated Securities Payment with respect to which Section 1402 would be applicable. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing provisions of this Section, shall be received by the Trustee under this Indenture or the Holders of the Subordinated Securities before all Senior Indebtedness is paid in full or provision is made for such payment in accordance with its terms, and if such fact shall, at or prior to the time of such payment or distribution, have been known to the Trustee, then such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the representative of the holders of such Senior Indebtedness, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interest may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in accordance with its distribution to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article with respect to the Subordinated Securities) to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets to another corporation upon the terms and conditions provided in Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Article Six, except as expressly provided therein. This Section shall be subject to the further provisions of Section 1406.

No Payment When Senior Debt in Default. The Company will may not make any Subordinated Securities Notes Payment or make any deposit pursuant to the provisions described under "Defeasance" Article Thirteen IX if (i) any Designated Senior Debt is not paid when due (after giving effect to any applicable grace periods) or (ii) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, the default has been cured or waived or has ceased to exist and any such acceleration has been rescinded or such Designated Senior Debt has been discharged or paid in full. Notwithstanding the foregoing; provided, however, that the Company may make Notes Payments or make any Subordinated Securities Payment deposit pursuant to the provisions described under "Defeasance" Article IX without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the representative Representative of the Designated Senior Debt with respect to which either of the events set forth in clause (i) or (ii) of the immediately 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 second preceding sentence) (a "non-payment default") with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such accelerations) or the expiration of any applicable grace periods, the Company may not make Notes Payments for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because Designated Senior Debt has been discharged or repaid in full). Notwithstanding the provisions described in the immediately preceding sentence, unless an event described in clause (i) or (ii) of the first sentence of this paragraph has occurred, the Company may resume payments on the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period. For all purposes of this paragraph, no non-payment default with respect to Designated Senior Debt that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period will be, or can be, made the basis for the commencement of a second Payment Blockage Period, unless such default has been cured or waived for a period of not less than 90 consecutive days. In the event that, notwithstanding the foregoing, the Company shall make any Subordinated Securities Notes Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 140311.03, then and in such event, such Subordinated Securities Notes Payment shall be paid over and delivered forthwith to the holders of the Senior Indebtedness Debt of the Company remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all the Senior Indebtedness Debt of the Company. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of Designated Senior Debt or the representative Representative of such holders of the acceleration. The provisions of this Section 1403 11.03 shall not apply to any Subordinated Securities Notes Payment with respect to which Section 1402 11.02 would be applicable. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing provisions of this Section, shall be received by the Trustee under this Indenture or the Holders of the Subordinated Securities before all Senior Indebtedness is paid in full or provision is made for such payment in accordance with its terms, and if such fact shall, at or prior to the time of such payment or distribution, have been known to the Trustee, then such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the representative of the holders of such Senior Indebtedness, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interest may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in accordance with its distribution to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article with respect to the Subordinated Securities) to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets to another corporation upon the terms and conditions provided in Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Article Six, except as expressly provided therein. This Section shall be subject to the further provisions of Section 1406.

No Payment When Senior Debt in Default. The Company will not make any Subordinated Securities Payment or make any deposit pursuant to (a) In the provisions described under "Defeasance" Article Thirteen if event that (i1) any Designated payment with respect to any principal of or interest on the Senior Debt is not paid made when due, whether at a due date, stated maturity, by mandatory prepayment, by acceleration, or otherwise (after giving effect to any applicable grace periodseach such failure, a "Senior Debt Payment Default") or (ii2) any Event of Default under the Fleet Financing Agreement other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, the default has been cured or waived or has ceased to exist and any such acceleration has been rescinded or such Designated Senior Debt has been discharged or paid in full. Notwithstanding the foregoing, the Company may make any Subordinated Securities Payment if the Company and the Trustee receive written notice approving such payment from the representative of the Designated Senior Debt with respect to which either of the events set forth than as described in clause (1) above (for the purposes hereof, a "Non-Payment Default") shall have occurred and be continuing permitting the Senior Creditor to declare the Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment on account of the principal of, or interest or premium (if any) on, the Subordinated Debt or any judgment with respect thereto (and no payment on account of the purchase or redemption or other acquisition of the Subordinated Debt) shall be made by or on behalf of any of the Companies, for the period (the "Blockage Period") from the date the Subordinated Creditor receives written notice of the existence of either a Senior Debt Payment Default or a Non-Payment Default (each a "Senior Debt Event of Default" from the Senior Creditor (a "Blocking Notice") until the earliest of (i) or the date 180 days after such date, (ii) the date on which such Senior Debt Event of the immediately preceding sentence has occurred and Default is continuing. In the event that, notwithstanding the foregoing, the Company shall make any Subordinated Securities Payment to the Trustee waived or any Holder prohibited a cure thereof is accepted in writing by the foregoing provisions Senior Creditor, and (iii) the date on which the Senior Creditor has waived in writing the benefits of this Section 1403, then and 2.03 in respect of such event, such Subordinated Securities Payment shall be paid over and delivered forthwith to the holders of the Senior Indebtedness of the Company remaining unpaid, to the extent necessary to pay in full all the Senior Indebtedness of the Company. If payment of the Notes is accelerated because of an Debt Event of Default, provided that, for purposes of the Company or the Trustee shall promptly notify the holders of Designated above clause(A) only one Blocking Notice relating to any Senior Debt or the representative Event of such holders of the acceleration. The provisions of this Section 1403 shall not apply to Default may be given during any Subordinated Securities Payment with respect to which Section 1402 would be applicable. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing provisions of this Section, shall be received by the Trustee under this Indenture or the Holders of the Subordinated Securities before all Senior Indebtedness is paid in full or provision is made for such payment in accordance with its terms, and if such fact shall, at or prior to the time of such payment or distribution, have been known to the Trustee, then such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the representative of the holders of such Senior Indebtedness, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interest may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in accordance with its distribution to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article with respect to the Subordinated Securities) to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustmentone twelve-month period, and (iiB) nothing herein contained is intended to restrict or limit the rights of the holders Senior Creditor hereunder if a Senior Debt Event of the Senior Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets to another corporation upon the terms and conditions provided in Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Article Six, except as expressly provided therein. This Section shall be subject to the further provisions of Section 1406Default at any time occurs.

No Payment When Senior Debt in Default. The Company will may not make any Subordinated Securities Notes Payment or make any deposit pursuant to the provisions described under "Defeasance" Article Thirteen IX if (i) any Designated Senior Debt is not paid when due (after giving effect to any applicable grace periods) or (ii) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, the default has been cured or waived or has ceased to exist and any such acceleration has been rescinded or such Designated Senior Debt has been discharged or paid in full. Notwithstanding the foregoing; PROVIDED, HOWEVER, that the Company may make Notes Payments or make any Subordinated Securities Payment deposit pursuant to the provisions described under Article IX without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the representative Representative of the Designated Senior Debt with respect to which either of the events set forth in clause (i) or (ii) of the immediately 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 second preceding sentence) (a "non-payment default") with respect to any Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such accelerations) or the expiration of any applicable grace periods, the Company may not make Notes Payments for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because Senior Debt has been discharged or repaid in full). Notwithstanding the provisions described in the immediately preceding sentence, unless an event described in clause (i) or (ii) of the first sentence of this paragraph has occurred, the Company may resume payments on the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period. For all purposes of this paragraph, no non-payment default with respect to Senior Debt that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Debt initiating such Payment Blockage Period will be, or can be, made the basis for the commencement of a second Payment Blockage Period, unless such default has been cured or waived for a period of not less than 90 consecutive days. In the event that, notwithstanding the foregoing, the Company shall make any Subordinated Securities Notes Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 140311.03, then and in such event, such Subordinated Securities Notes Payment shall be paid over and delivered forthwith to the holders of the Senior Indebtedness Debt of the Company remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all the Senior Indebtedness Debt of the Company. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of Designated Senior Debt or the representative Representative of such holders of the acceleration. The provisions of this Section 1403 11.03 shall not apply to any Subordinated Securities Notes Payment with respect to which Section 1402 11.02 would be applicable. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing provisions of this Section, shall be received by the Trustee under this Indenture or the Holders of the Subordinated Securities before all Senior Indebtedness is paid in full or provision is made for such payment in accordance with its terms, and if such fact shall, at or prior to the time of such payment or distribution, have been known to the Trustee, then such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the representative of the holders of such Senior Indebtedness, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interest may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in accordance with its distribution to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article with respect to the Subordinated Securities) to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets to another corporation upon the terms and conditions provided in Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Article Six, except as expressly provided therein. This Section shall be subject to the further provisions of Section 1406.

No Payment When Senior Debt in Default. The Company will not make any Subordinated Securities Payment or make any deposit pursuant to the provisions described under "Defeasance" Article Thirteen if (i) any Designated Senior Debt is not paid when due (after giving effect to any applicable grace periods) or (ii) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, the default has been cured or waived or has ceased to exist and any such acceleration has been rescinded or such Designated Senior Debt has been discharged or paid in full. Notwithstanding the foregoing; provided, however, that the Company may make any Subordinated Securities Payment Payments or make any deposit pursuant to the provisions described under "Defeasance" Article Thirteen without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the representative of the Designated Senior Debt with respect to which either of the events set forth in clause (i) or (ii) of the immediately 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 second preceding sentence) (a "non-payment default") with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such accelerations) or the expiration of any applicable grace periods, the Company may not make Subordinated Securities Payments for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice is no longer continuing or (iii) because Designated Senior Debt has been discharged or repaid in full). Notwithstanding the provisions described in the immediately preceding sentence, unless an event described in clause (i) or (ii) of the first sentence of this paragraph has occurred, the Company may resume payments on the Subordinated Securities after the end of such Payment Blockage Period. The Subordinated Securities shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period. For all purposes of this paragraph, no non-payment default with respect to Designated Senior Debt that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period will be, or can be, made the basis for the commencement of a second Payment Blockage Period, unless such default has been cured or waived for a period of not less than 90 consecutive days. In the event that, notwithstanding the foregoing, the Company shall make any Subordinated Securities Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 1403, then and in such event, such Subordinated Securities Payment shall be paid over and delivered forthwith to the holders of the Senior Indebtedness of the Company remaining unpaid, to the extent necessary to pay in full all the Senior Indebtedness of the Company. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of Designated Senior Debt or the representative of such holders of the acceleration. The provisions of this Section 1403 shall not apply to any Subordinated Securities Payment with respect to which Section 1402 would be applicable. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing provisions of this Section, shall be received by the Trustee under this Indenture or the Holders of the Subordinated Securities before all Senior Indebtedness is paid in full or provision is made for such payment in accordance with its terms, and if such fact shall, at or prior to the time of such payment or distribution, have been known to the Trustee, then such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the representative of the holders of such Senior Indebtedness, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interest may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in accordance with its distribution to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article with respect to the Subordinated Securities) to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets to another corporation upon the terms and conditions provided in Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Article Six, except as expressly provided therein. This Section shall be subject to the further provisions of Section 1406.

No Payment When Senior Debt in Default. The Anything in this Indenture to the contrary notwithstanding, no payment on account of principal of or redemption of, interest on or other amounts due on the Securities, and no redemption, purchase, or other acquisition of the Securities, shall be made by or on behalf of the Company will not make any Subordinated Securities Payment (i) unless full payment of amounts then due for principal and interest and of all other obligations then due on all Senior Debt been made or make any deposit duly provided for pursuant to the provisions described terms of the instrument governing such Senior Debt, (ii) if, at the time of such payment, redemption, purchase or other acquisition, or immediately after giving effect thereto, there shall exist under "Defeasance" Article Thirteen if (i) any Designated Senior Debt, or any agreement pursuant to which any Senior Debt is issued, any default, which default shall not paid when have been cured or waived and which default shall have resulted in the full amount of such Senior Debt being declared due (after giving effect to any applicable grace periods) and payable or (iiiii) if, at the time of such payment, redemption, purchase or other acquisition, the Trustee shall have received written notice from the holder or holders of any other default on Designated Senior Debt occurs and the maturity of or their representative or representatives (a "Payment Blockage Notice") that there exists under such Designated Senior Debt, or any agreement pursuant to which such Senior Debt is accelerated in accordance with its terms unlessissued, in either caseany default, which default shall not have been cured or waived, permitting the holders thereof to declare the full amount of such Senior Debt due and payable, but only for the period (the "Payment Blockage Period") commencing on the date of receipt of the Payment Blockage Notice and ending (unless earlier terminated by notice given to the Trustee by the Holders of such Senior Debt) on the earlier of (A) the date on which such event of default has shall have been cured or waived or has ceased to exist (B) 180 days from the receipt of the Payment Blockage Notice. Upon termination of a Payment Blockage Period, payments on account of principal of or interest on the Securities and any such acceleration has been rescinded redemptions, purchases or such Designated Senior Debt has been discharged other acquisitions may be made by or paid in fullon behalf of the Company. Notwithstanding anything herein to the foregoingcontrary, the Company (A) only one Payment Blockage Notice may make be given during any Subordinated Securities Payment if the Company and the Trustee receive written notice approving such payment from the representative period of the Designated Senior Debt 360 consecutive days with respect to which either the same event of default and any other events of default on the same issue of Senior Debt existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period may be commenced by the holder or holders of the same issue of Senior Debt or their representative or representatives during any period of 360 consecutive days unless all events set forth in clause (i) or (ii) of default which were the object of the immediately preceding sentence has occurred Payment Blockage Notice, and is continuingany other event of default on the same issue of Senior Debt existing and known to the person giving such notice at the time of such notice, have been cured or waived. In the event that, notwithstanding the foregoing, the Company shall make any Subordinated Securities Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 14031603, then and in such event, such Subordinated Securities Payment shall be paid over and delivered forthwith to the holders of the Senior Indebtedness payments are made by or on behalf of the Company remaining unpaid, to the extent necessary to pay in full all the Senior Indebtedness contravention of the Company. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of Designated Senior Debt or the representative of such holders of the acceleration. The provisions of this Section 1403 shall not apply to any Subordinated Securities Payment with respect to which Section 1402 would be applicable. In the event that1603, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing provisions of this Section, such payments shall be received held by the Trustee under this Indenture or the Holders of the Subordinated Securities before all Senior Indebtedness is paid in full or provision is made for such payment in accordance with its terms, and if such fact shall, at or prior to the time of such payment or distribution, have been known to the Trustee, then such payment any Paying Agent or distribution shall be held the Holders, as applicable, in trust for the benefit of of, and shall be paid over or to and delivered to the representative of to, the holders of such Senior Indebtedness, Debt or to their representative or the trustee under the indenture or trustees under any indenture other agreement (if any), pursuant to which any instruments evidencing any of such Senior Indebtedness Debt may have been issued, as their respective interest interests may appear, for application to the payment of all Senior Indebtedness Debt remaining unpaid until to the extent necessary to pay all such Senior Indebtedness shall have been paid Debt in full in accordance with its the terms of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior IndebtednessDebt. For purposes The provisions of this Article only, the words "cash, property or securities" Section shall not be deemed apply to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article with respect to the Subordinated Securities) to the payment of all Senior Indebtedness which may at the time Section 1602 would be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets to another corporation upon the terms and conditions provided in Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Article Six, except as expressly provided therein. This Section shall be subject to the further provisions of Section 1406applicable.

No Payment When Senior Debt in Default. The Company will not make In the event that any Subordinated Securities Payment default in the payment of principal of (or make premium, if any) or interest on any deposit pursuant to the provisions described under "Defeasance" Article Thirteen if (i) any Designated Senior Debt is not paid when due (after giving effect to beyond any applicable grace periods) or (ii) any other period with respect thereto shall have occurred and be continuing, then no Note Payment shall be made, unless and until such event of default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, the default has shall have been cured or waived or has shall have ceased to exist exist. Additionally, in the event that any other event of default (i.e., other than a default in the payment of principal of (or premium, if any) or interest on any Senior Debt) with respect to any Senior Debt shall have occurred and be continuing permitting the holder or holders or trustee of such Senior Debt to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, and any Notice Giver has given a Payment Stoppage Notice with respect to such acceleration has been rescinded or such Designated Senior Debt has been discharged or paid in full. Notwithstanding Debt, then no Note Payment shall be made, unless and until the foregoingearliest to occur of (i) the expiration of the related Payment Stoppage Period, the Company may make any Subordinated Securities Payment if (ii) the Company and the Trustee Holders of the Notes receive written notice approving such payment from the representative Notice Giver terminating such Payment Stoppage Period, or (iii) such event of default shall have been cured or waived or shall have ceased to exist. Notwithstanding anything herein to the Designated Senior Debt contrary, in no event will a Payment Stoppage Period extend beyond 179 days after the date any Note Payment was due and not paid as a consequence of such Payment Stoppage Period, and only one such Payment Stoppage Period may be commenced within any period of 365 consecutive days. For purposes of this Section 5.3, no default which existed or was continuing with respect to the Senior Debt to which either the Payment Stoppage Period relates on the date such Payment Stoppage Period commenced shall be or be made the basis for the commencement of the events set forth in clause (i) any subsequent Payment Stoppage Period by any holder of such Senior Debt unless such default is cured or (ii) waived for a period of the immediately preceding sentence has occurred and is continuingnot less than 90 consecutive days. In the event that, notwithstanding the foregoing, the Company shall make any Subordinated Securities Note Payment to the Trustee or any Holder of the Notes prohibited by the foregoing provisions of this Section 1403Section, then and in such event, such Subordinated Securities Note Payment shall be paid over and delivered forthwith to the holders of the Senior Indebtedness of the Company remaining unpaid, to the extent necessary to pay in full all the Senior Indebtedness of the Company. If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of Designated Senior Debt or the representative of such holders of the acceleration. The provisions of this Section 1403 5.3 shall not apply to any Subordinated Securities Note Payment with respect to which Section 1402 5.2 would be applicable. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing provisions of this Section, shall be received by the Trustee under this Indenture or the Holders of the Subordinated Securities before all Senior Indebtedness is paid in full or provision is made for such payment in accordance with its terms, and if such fact shall, at or prior to the time of such payment or distribution, have been known to the Trustee, then such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the representative of the holders of such Senior Indebtedness, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interest may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in accordance with its distribution to or for the holders of such Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article with respect to the Subordinated Securities) to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company with or into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of all or substantially all of its assets to another corporation upon the terms and conditions provided in Article Eight shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Eight. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Article Six, except as expressly provided therein. This Section shall be subject to the further provisions of Section 1406.