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

No Payment When Senior Debt in Default. The Company may not make any Notes Payment or make any deposit pursuant to the provisions described under "Defeasance" Article IX if (i) any Designated Senior Debt is not paid when due 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unless, in either case, the default has been cured or waived or has ceased to exist and any such acceleration has been rescinded or such Designated Senior Debt has been discharged or paid in full; provided, however, that the Company may make Notes Payments or make any deposit pursuant to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 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 Notes Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 11.03, then and in such event, such Notes Payment shall be paid over and delivered forthwith to the holders of the Senior Debt of the Company remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all the Senior 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 of such holders of the acceleration. The provisions of this Section 11.03 shall not apply to any Notes Payment with respect to which Section 11.02 would be applicable.

No Payment When Senior Debt in Default. The Company may will not make any Notes Subordinated Securities Payment or make any deposit pursuant to the provisions described under "Defeasance" Article IX 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; provided, however, that the Company may make Notes Subordinated Securities Payments or make any deposit pursuant to the provisions described under "Defeasance" Article IX Thirteen 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 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 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 Subordinated Securities after the end of such Payment Blockage Period. The Notes 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 Notes Subordinated Securities Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 11.031403, then and in such event, such Notes Subordinated Securities Payment shall be paid over and delivered forthwith to the holders of the Senior Debt Indebtedness of the Company remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all the Senior Debt 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 representative of such holders of the acceleration. The provisions of this Section 11.03 1403 shall not apply to any Notes Subordinated Securities Payment with respect to which Section 11.02 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 may will not make any Notes Subordinated Securities Payment or make any deposit pursuant to the provisions described under "Defeasance" Article IX 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; provided. Notwithstanding the foregoing, however, that the Company may make Notes Payments or make any deposit pursuant to the provisions described under "Defeasance" Article IX without regard to the foregoing Subordinated Securities Payment 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 Notes Subordinated Securities Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 11.031403, then and in such event, such Notes Subordinated Securities Payment shall be paid over and delivered forthwith to the holders of the Senior Debt Indebtedness of the Company remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all the Senior Debt 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 representative of such holders of the acceleration. The provisions of this Section 11.03 1403 shall not apply to any Notes Subordinated Securities Payment with respect to which Section 11.02 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 may not make any Notes Payment or make any deposit pursuant to the provisions described under "Defeasance" Article IX if (i) any Designated Senior Debt is not paid when due 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; provided, however, that the Company may make Notes Payments or make any 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 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 Notes Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 11.03, then and in such event, such Notes Payment shall be paid over and delivered forthwith to the holders of the Senior Debt of the Company remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all the Senior 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 of such holders of the acceleration. The provisions of this Section 11.03 shall not apply to any Notes Payment with respect to which Section 11.02 would be applicable.

No Payment When Senior Debt in Default. (a) The Company may not make any Notes Payment pay principal of, or premium, if any, or interest on the Debt Securities, or make any deposit pursuant to Article XIV, and may not repurchase, redeem or otherwise retire any Debt Securities (collectively, “pay the provisions described under "Defeasance" Article IX Debt Securities”) if (ia) any Designated principal, premium or interest in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms terms, unless, in either case, (i) the default has been cured or waived or has ceased to exist and any such acceleration has been rescinded or (ii) such Designated Senior Debt has been discharged or paid in fullfull in cash; provided, however, that the Company may make Notes Payments or make any deposit pursuant to pay the provisions described under "Defeasance" Article IX Debt Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative trustee, agent or other representative expressly authorized to act in such capacity, if any, for such issue of the Designated Senior Debt with respect to which either of the events set forth in clause (icollectively, a “Representative”). (b) or (ii) of the immediately preceding sentence has occurred and is continuing. During the continuance of any event of default, or any event which, after notice or lapse of time (or both), would become an event of default permitting, after notice or lapse of time (or both), one or more holders of any Designated Senior Debt (or a Representative acting on their behalf) to declare such Designated Senior Debt due and payable prior to maturity, 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 periodsSection 16.3(a), the Company may not make Notes Payments pay the Debt Securities for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Company and the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default event from the Representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a “Payment Blockage Notice”) and ending 179 days thereafter (or earlier if unless such Payment Blockage Period Notice is earlier terminated (ix) by written notice to the Trustee and the Company from the Person or Persons who Representative that gave such Payment Blockage Notice, (iiy) because the default giving rise to such Blockage Notice event is no longer continuing or (iiiz) because such Designated Senior Debt has been discharged or repaid in fullfull in cash). Notwithstanding Unless the provisions described in holders of such Designated Senior Debt or the immediately preceding sentence, unless an event described in clause (i) or (ii) Representative of such holders have accelerated the first sentence maturity of this paragraph has occurredsuch Designated Senior Debt and not rescinded such acceleration, the Company may (unless otherwise prohibited as described in Section 16.3(a)) resume payments on the Notes Debt Securities after the end of such Payment Blockage Period. The Notes shall not be subject to Not more than one Payment Blockage Period Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period. For all purposes , irrespective of the number of events or events of default described in this paragraph, no non-payment default Section 16.3(b) with respect to one or more issues of 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 during 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 Notes Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 11.03, then and in such event, such Notes Payment shall be paid over and delivered forthwith to the holders of the Senior Debt of the Company remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all the Senior Debt of the Company. period. (c) If payment of the Notes Debt Securities is accelerated because of an Event of Defaultwhen any Designated Senior Debt is outstanding, the Company or may not pay the Trustee shall promptly notify the holders Debt Securities until three Business Days after Representatives of all issues of Designated Senior Debt or the Representative receive notice of such holders of acceleration and, thereafter, may pay the acceleration. The provisions of Debt Securities only if this Section 11.03 shall not apply to any Notes Payment with respect to which Section 11.02 would be applicableIndenture otherwise permits payment at that time.

No Payment When Senior Debt in Default. The In the event that any Company may not make any Notes Senior Payment or make any deposit pursuant to the provisions described under "Defeasance" Article IX if Default (ias defined below) any Designated shall have occurred and be continuing, then no Company Debentures Payment shall be made unless and until such Company Senior Debt is not paid when due 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 Payment Default shall have been cured or waived or has shall have ceased to exist or all amounts then due and any such acceleration has been rescinded or such Designated payable in respect of Senior Debt has of the Company shall have been discharged or paid in full; provided, however, that the Company may make Notes Payments or make any deposit pursuant provision shall have been made for such payment in cash or otherwise in a manner satisfactory to the provisions described under holders of such Senior Debt. Notwithstanding the foregoing, holders may receive and retain Permitted Junior Securities. "DefeasanceCompany Senior Payment Default" Article IX 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 means (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) the payment of principal of, premium, if any, or (ii) of the second preceding sentence) (a "non-payment default") with respect to interest on any Designated Senior Debt pursuant to which of 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 Company that continues beyond 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 any 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 of the Company which has resulted in such Designated Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable. In the event that existed any Company Senior Nonmonetary Default (as defined below) shall have occurred and be continuing, then, upon the receipt by the Trustee of written notice (the "Payment Blockage Notice") of such Company Senior Nonmonetary Default from the Company or was continuing any holder of Designated Senior Debt, no Company Debentures Payment shall be made during the period (the "Company Payment Blockage Period") commencing on the date of receipt of such written notice and ending on the commencement earlier of any Payment Blockage Period with respect to (i) the Designated date on which such Company 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 Nonmonetary Default shall have been cured or waived for a period or shall have ceased to exist and any acceleration of not less than 90 consecutive days. In the event that, notwithstanding the foregoing, the Company shall make any Notes Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 11.03, then and in such event, such Notes Payment shall be paid over and delivered forthwith to the holders of the Designated Senior Debt of the Company remaining unpaid, to shall have been rescinded or annulled or the extent necessary to pay in full in cash or Cash Equivalents all the Designated Senior Debt of the CompanyCompany to which such Company Senior Nonmonetary Default relates shall have been discharged or (ii) the 179th day after the date of such receipt of such written notice. 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 11.03 shall not apply to receives any Notes Payment with respect to which Section 11.02 would be applicable.Blockage Notice, no subsequent

No Payment When Senior Debt in Default. The Company (a) In the event that (1) any payment with respect to any principal of or interest on the Senior Debt is not made when due, whether at a due date, stated maturity, by mandatory prepayment, by acceleration, or otherwise (each such failure, a "Senior Debt Payment Default") or (2) any Event of Default under the Fleet Financing Agreement other 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) the date 180 days after such date, (ii) the date on which such Senior Debt Event of Default is waived or a cure thereof is accepted in writing by the Senior Creditor, and (iii) the date on which the Senior Creditor has waived in writing the benefits of this Section 2.03 in respect of such Senior Debt Event of Default, provided that, for purposes of the above clause(A) only one Blocking Notice relating to any Senior Debt Event of Default may not make be given during any Notes one twelve-month period, and (B) nothing herein contained is intended to restrict or limit the rights of the Senior Creditor hereunder if a Senior Debt Event of Default at any time occurs. (b) For the purposes of subsection (a) above, no Non-Payment Default known to the holder of Senior Debt giving any Blocking Notice on the date any Blocking Notice is given may be 3 4 used or make shall be effective as a basis for any deposit subsequent Blocking Notice, it being understood and agreed that any breach or violation of a financial covenant with respect to the Senior Debt as of any measurement date thereof will be a new Non-Payment Default regardless of whether a breach of such or any other covenant which occurred on any prior measurement date was waived, cured or remains outstanding. (c) Immediately upon the expiration of any Blockage Period under this Section 2.03 during which no payment may be made on account of the Subordinated Debt, the Companies may resume making any and all payments of principal of, and interest and premium (if any) thereafter becoming due on, the Subordinated Debt. (d) If (1) any Senior Debt shall have been accelerated, (2) the maturity of the Subordinated Debt shall have been accelerated pursuant to the provisions described under "Defeasance" Article IX if (i) any Designated Senior Debt is not paid when due 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; provided, however, that the Company may make Notes Payments or make any 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 of the Designated Senior Subordinated Debt with respect to which either Documents, (3) no "Event of Default" under (and as defined in) 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) Subordinated Debt Documents (a "non-payment defaultSubordinated Debt Event of Default") with respect to any Designated Senior Debt pursuant to which the maturity thereof may shall have occurred and 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 such acceleration other than by reason of a Subordinated Debt Event of Default based upon the commencement acceleration of the maturity of such Senior Debt, (4) after the date of such acceleration the holders of such Senior Debt shall duly rescind and annul such acceleration of the maturity of such Senior Debt, and (5) on the date of such rescission and annulment, no Subordinated Debt Event of Default shall have occurred and be continuing in respect of the Subordinated Debt other than by reason of a Subordinated Debt Event of Default based upon the acceleration of the maturity of such Senior Debt, then such acceleration of the maturity of the Subordinated Debt shall thereupon be deemed rescinded and annulled without action on the part of any Payment Blockage Period Subordinated Creditor, but such rescission and annulment shall not affect the rights of any Subordinated Creditor with respect to the Designated Senior any subsequent or other default or Subordinated 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 Notes Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 11.03, then and in such event, such Notes Payment shall be paid over and delivered forthwith to the holders of the Senior Debt of the Company remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all the Senior 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 of such holders of the acceleration. The provisions of this Section 11.03 shall not apply to any Notes Payment with respect to which Section 11.02 would be applicableDefault that may occur.

No Payment When Senior Debt in Default. The Company may not make In the event and during the continuation of any Notes Payment default in the payment of principal of or make interest on any deposit pursuant to the provisions described under "Defeasance" Article IX if (i) any Designated Senior Debt is not paid when due or (ii) if any other default on Designated with respect to any Significant Senior Debt occurs (as defined below) shall have occurred and be continuing which permits (or with notice or lapse of time, or both, would permit) the maturity holders of such Designated Significant Senior Debt is accelerated in accordance (or a trustee or agent on behalf of the holders thereof) to declare such Significant Senior Debt due and payable prior to the date on which it would otherwise have become due and payable or such a default would result from or exist after giving effect to a payment with its terms unlessrespect to the [subordinated Indebtedness], in either caseand if the holder of any Senior Debt gives written notice of such default to the holder of [subordinated Indebtedness] and designates the same as a "Senior Default Notice" hereunder, the unless and until such default has shall have been cured or waived or has shall have ceased to exist and any such acceleration has shall have been rescinded or such Designated Senior Debt has been discharged annulled, or paid in full; provided, however, that the Company may make Notes Payments or make if any 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 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") judicial proceeding shall be pending with respect to any Designated such default in payment or other default, no payment (including any payment which may be payable by reason of the payment of any other Indebtedness of the Loan Parties being subordinated to the payment of the [subordinated Indebtedness]) shall be made by the Loan Parties on account of principal of, interest on or otherwise in respect of the [subordinated Indebtedness] or on account of the purchase or other acquisition of [subordinated Indebtedness]. As used herein, the term "Significant Senior Debt" means, so long as the Credit Agreement shall remain outstanding, only Senior Bank Debt and any Guaranty Agreements issued thereunder. So long as any Senior Bank Debt or any commitment to lend pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such accelerations) Credit Agreement is outstanding, no Loan Party shall make any optional redemption 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 defeasance or other redemption 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 [subordinated Indebtedness] without the 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) consent of the first sentence of this paragraph has occurred, the Company may resume payments on the Notes after the end of such Payment Blockage PeriodBank. 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 thatIf, notwithstanding the foregoing, the Company shall make a Loan Party makes any Notes Payment payment to the Trustee or holder of any Holder [subordinated Indebtedness] prohibited by the foregoing provisions of this Section 11.03, then and in such eventSection, such Notes Payment payment shall be paid over and delivered forthwith to the holders of the Senior Debt of the Company remaining unpaid, but only to the extent necessary that, upon notice from the holder of the [subordinated Indebtedness] to pay in full in cash or Cash Equivalents all the holders of the Senior Debt of the Company. If that such prohibited payment of the Notes is accelerated because of an Event of Defaulthas been made, the Company or the Trustee shall promptly notify the holders of Designated the Senior Debt or notify the Representative holder of the [subordinated Indebtedness] of the amounts then due and owing on the Senior Debt, if any, and only such amount so notified to the holder of the [subordinated Indebtedness] shall be paid to the holders of the accelerationSenior Debt. The provisions of this Section 11.03 shall not apply to any Notes Payment payment with respect to which Section 11.02 2.2 of this Exhibit 1.1(P)(3) would be applicable.

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 may not make any Notes 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 IX 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 due 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 have been cured or waived or has ceased to exist and any which default shall have resulted in the full amount of such acceleration has been rescinded or such Designated Senior Debt has been discharged being declared due and payable or paid in full; provided(iii) if, howeverat the time of such payment, that the Company may make Notes Payments redemption, purchase or make any deposit pursuant to the provisions described under "Defeasance" Article IX without regard to the foregoing if the Company and other acquisition, the Trustee receive shall have received written notice approving such payment from the Representative holder or holders of the Designated any 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) their representative or (ii) of the second preceding sentence) representatives (a "non-payment defaultPayment Blockage Notice") with respect to that there exists under such Senior Debt, or any Designated Senior Debt agreement pursuant to which such Senior Debt is issued, any default, which default shall not have been cured or waived, permitting the maturity holders thereof may be accelerated immediately without further notice (except to declare the full amount of such notice as may be required to effect such accelerations) or Senior Debt due and payable, but only for the expiration of any applicable grace periods, the Company may not make Notes Payments for a period (a the "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 receipt of the commencement of any Payment Blockage Period 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 shall have been cured or waived or (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 redemptions, purchases or other acquisitions may be made by or on behalf of the Company. Notwithstanding anything herein to the contrary, (A) only one Payment Blockage Notice may be given during any period of 360 consecutive days with respect to the Designated same event of default and any other events of default on the same issue of Senior Debt initiating existing and known to the person giving such notice at the time of such notice and (B) no new Payment Blockage Period will be, may be commenced by the holder or can be, made holders of the basis for same issue of Senior Debt or their representative or representatives during any period of 360 consecutive days unless all events of default which were the commencement object of a second the immediately preceding Payment Blockage PeriodNotice, unless and any other event of default on the same issue of Senior Debt existing and known to the person giving such default has notice at the time of such notice, have been cured or waived for a period of not less than 90 consecutive dayswaived. In the event that, notwithstanding the foregoing, the Company shall make any Notes Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 11.031603, then and payments are made by or on behalf of the Company in such eventcontravention of the provisions of this Section 1603, such Notes Payment payments shall be held by the Trustee, any Paying Agent or the Holders, as applicable, in trust for the benefit of, and shall be paid over to and delivered forthwith to to, the holders of the Senior Debt or their representative or the trustee under the indenture or other agreement (if any), pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, for application to the payment of the Company all Senior Debt remaining unpaid, unpaid to the extent necessary to pay all Senior Debt in full in cash accordance with the terms of such Senior Debt, after giving effect to any concurrent payment or Cash Equivalents all the Senior Debt of the Company. If payment of the Notes is accelerated because of an Event of Default, the Company distribution to or the Trustee shall promptly notify for the holders of Designated Senior Debt or the Representative of such holders of the accelerationDebt. The provisions of this Section 11.03 shall not apply to any Notes Payment payment with respect to which Section 11.02 1602 would be applicable.

No Payment When Senior Debt in Default. The Company may not make any Notes Payment or make any deposit pursuant to the provisions described under "Defeasance" Article IX if (i) any Designated Senior Debt is not paid when due 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; providedPROVIDED, howeverHOWEVER, that the Company may make Notes Payments or make any 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 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 Notes Payment to the Trustee or any Holder prohibited by the foregoing provisions of this Section 11.03, then and in such event, such Notes Payment shall be paid over and delivered forthwith to the holders of the Senior Debt of the Company remaining unpaid, to the extent necessary to pay in full in cash or Cash Equivalents all the Senior 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 of such holders of the acceleration. The provisions of this Section 11.03 shall not apply to any Notes Payment with respect to which Section 11.02 would be applicable.