Common use of Prior Payment to Senior Indebtedness Upon Acceleration of Securities Clause in Contracts

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify the holders of Senior Indebtedness of the Note Issuer and the Company or the representative of such holders of the acceleration, and (b) in such event, if any Senior Indebtedness is outstanding, the Note Issuer may not pay the Securities until five Business Days after the representative of all issues of Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that time. In the event that, notwithstanding the foregoing, the Note Issuer shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note Issuer. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 would be applicable. 107 EXECUTION 117

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders of the Note Issuer and Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company or being subordinated to the representative of such holders payment of the acceleration, and (bSecurities) in such event, if by the Company on account of the principal of or any Senior Indebtedness is outstanding, the Note Issuer may not pay premium or interest on the Securities until five Business Days after or on account of the representative purchase or other acquisition of all issues Securities; provided, however, that nothing in this Section shall prevent the satisfaction of Senior Indebtedness receive notice any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timeor which have been converted pursuant to Article Fourteen. In the event that, notwithstanding the foregoing, the Note Issuer Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note IssuerCompany. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 1402 would be applicable. 107 EXECUTION 117.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due on or in respect of such Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Note Issuer and Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company or being subordinated to the representative of such holders payment of the acceleration, and (bSecurities) in such eventby the Company on account of the principal of or premium, if any Senior Indebtedness is outstandingany, the Note Issuer may not pay or interest on the Securities until five Business Days after or on account of the representative purchase or other acquisition of all issues of Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timeSecurities. In the event that, notwithstanding the foregoing, the Note Issuer Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and the delivered forthwith to the Note IssuerCompany. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 1202 would be applicable. 107 EXECUTION 117.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of such Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Note Issuer and Securities are entitled to receive any payment by the Company or the representative of such holders a Subsidiary Guarantor on account of the acceleration, and principal of (b) in such eventor premium, if any Senior Indebtedness is outstanding, the Note Issuer may not pay any) or interest on the Securities until five Business Days after or on account of the representative purchase or other acquisition of all issues Securities; provided, however, that nothing in this Section shall prevent the satisfaction of Senior Indebtedness receive notice of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timedefault or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Note Issuer Company or a Subsidiary Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note IssuerCompany or to a Subsidiary Guarantor. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 16.02 would be applicable. 107 EXECUTION 117.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of such Senior Indebtedness, or provision shall be made for such payment in money or money’s worth, before the Holders of the Note Issuer and Securities are entitled to receive any payment by the Company or the representative of such holders a Subsidiary Guarantor on account of the acceleration, and principal of (b) in such eventor premium, if any Senior Indebtedness is outstanding, the Note Issuer may not pay any) or interest on the Securities until five Business Days after or on account of the representative purchase or other acquisition of all issues Securities; provided, however, that nothing in this Section shall prevent the satisfaction of Senior Indebtedness receive notice of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timedefault or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Note Issuer Company or a Subsidiary Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note IssuerCompany or to a Subsidiary Guarantor. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 16.02 would be applicable. 107 EXECUTION 117.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in money or money's worth, before the Holders of the Note Issuer and Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company or being subordinated to the representative of such holders payment of the acceleration, and Securities) by the Company on account of the principal of (b) in such eventor premium, if any Senior Indebtedness is outstanding, the Note Issuer may not pay any) or interest on the Securities until five Business Days after or on account of the representative purchase or other acquisition of all issues Securities; provided, however, that nothing in this Section shall prevent the satisfaction of Senior Indebtedness receive notice any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timeacceleration. In the event that, notwithstanding the foregoing, the Note Issuer Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note IssuerCompany. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 1402 would be applicable. 107 EXECUTION 117.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders of the Note Issuer and Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company or being subordinated to the representative of such holders payment of the acceleration, and (bSecurities) in such event, if by the Company on account of the principal of or any Senior Indebtedness is outstanding, the Note Issuer may not pay premium or interest on the Securities until five Business Days after or on account of the representative purchase or other acquisition of all issues Securities; provided, however, that nothing in this Section shall prevent the -------- ------- satisfaction of Senior Indebtedness receive notice any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timeor which have been converted pursuant to Article Fourteen. In the event that, notwithstanding the foregoing, the Note Issuer Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note IssuerCompany. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 1502 would be applicable. 107 EXECUTION 117.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness outstanding at the time such Securities become so due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in money or money's worth, before the Holders of the Note Issuer and Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company or being subordinated to the representative of such holders payment of the acceleration, and Securities) by the Company on account of the principal of (b) in such eventor premium, if any Senior Indebtedness is outstanding, the Note Issuer may not pay any) or interest on the Securities until five Business Days after or on account of the representative purchase or other acquisition of all issues Securities; provided, however, that nothing in this Section shall prevent the satisfaction of Senior Indebtedness receive notice any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timeacceleration. In the event that, notwithstanding the foregoing, the Note Issuer Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such (to the extent in its possession, in the case of the Trustee) payment shall be paid over and delivered forthwith to the Note IssuerCompany. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 14.02 would be applicable. 107 EXECUTION 117.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due on or in respect of such Senior Indebtedness, or provision shall be made for such payment in money or money's worth, before the Holders of the Note Issuer and Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company or being subordinated to the representative of such holders payment of the acceleration, Securities) by the Company on account of the principal of or premium and (b) in such eventAdditional Amounts, if any Senior Indebtedness is outstandingany, the Note Issuer may not pay or interest on the Securities until five Business Days after or on account of purchase or other acquisition of Securities, other than with respect to the representative of all issues of Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timeCollateral. In the event that, notwithstanding the foregoing, the Note Issuer Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee oror such Holder, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note IssuerCompany. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 1202 would be applicable. 107 EXECUTION 117.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders of the Note Issuer and Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company or being subordinated to the representative of such holders payment of the Securities) by the Company on account of the principal of (or premium, if any, on) or interest, if any, on the Securities or on account of the purchase or other acquisition of Securities; provided, however, that nothing in this Section 1303 shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to acceleration, and (b) in such event, if any Senior Indebtedness is outstanding, the Note Issuer may not pay the Securities until five Business Days after the representative of all issues of Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timeby declaration or otherwise. In the event that, notwithstanding the foregoing, the Note Issuer Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note Issuer. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 would be applicable. 107 EXECUTION 117Company.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of such Senior Indebtedness, or provision shall be made for such payment in money or money’s worth, before the Holders of the Note Issuer and Securities are entitled to receive any payment by the Company or the representative of such holders a Subsidiary Guarantor on account of the acceleration, and principal of (b) in such eventor premium, if any Senior Indebtedness is outstanding, the Note Issuer may not pay any) or interest on the Securities until five Business Days after or on account of the representative purchase or other acquisition of all issues Securities; provided , however , that nothing in this Section shall prevent the satisfaction of Senior Indebtedness receive notice of any sinking fund payment in accordance with Article XII by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timedefault or which have been converted pursuant to Article XV. In the event that, notwithstanding the foregoing, the Note Issuer Company or a Subsidiary Guarantor shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note IssuerCompany or to a Subsidiary Guarantor. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 16.02 would be applicable. 107 EXECUTION 117.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders of the Note Issuer and Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company or being subordinated to the representative of such holders payment of the acceleration, and (bSecurities) in such event, if by the Company on account of the principal of or any Senior Indebtedness is outstanding, the Note Issuer may not pay premium or interest on the Securities until five Business Days after or on account of the representative purchase or other acquisition of all issues Securities; provided, however, that nothing in this Section shall prevent the satisfaction of Senior Indebtedness receive notice any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timeor which have been converted pursuant to Article Fourteen. In the event that, notwithstanding the foregoing, the Note Issuer Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note IssuerCompany. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 1403 would be applicable. 107 EXECUTION 117.

Prior Payment to Senior Indebtedness Upon Acceleration of Securities. In the event that, upon the occurrence of an Event of Default, that any Securities are declared due and payable before their Stated Maturity, then (a) the Company, the Note Issuer or the Trustee, at the direction of the Note Issuer, shall promptly notify and in such event the holders of Senior Indebtedness outstanding at the time such Securities become so due and payable shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in money or money's worth, before the Holders of the Note Issuer and Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company or being subordinated to the representative of such holders payment of the acceleration, and Securities) by the Company on account of the principal of (b) in such eventor premium, if any Senior Indebtedness is outstanding, the Note Issuer may not pay any) or interest on the Securities until five Business Days after or on account of the representative purchase or other acquisition of all issues Securities; provided, however, that nothing in this Section shall prevent the satisfaction of Senior Indebtedness receive notice any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 12.02 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of such acceleration and, thereafter, may pay the Securities only if payment is otherwise permitted hereunder at that timeacceleration. In the event that, notwithstanding the foregoing, the Note Issuer Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the 72 Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Note IssuerCompany. The provisions of this Section shall not apply to any payment with respect to which Section 12.2 14.02 would be applicable. 107 EXECUTION 117.