Common use of Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default Clause in Contracts

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of a Subsidiary Guarantor or guaranteed by a Subsidiary Guarantor, no payment of any kind or character shall be made by or on behalf of such Subsidiary Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations on the Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Guarantor Senior Debt which is Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Guarantor Senior Debt, permitting the holders of such Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Guarantor Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Guarantor Senior Debt terminating the Blockage Period, during the Blockage Period, neither any Subsidiary Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Guarantee Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period, that in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 12.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company, the respective Subsidiary Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt. Nothing contained in this Article Twelve shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided, that all Guarantor Senior Debt thereafter due or then or thereafter declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes. Section 12.03.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees or commissions with respect to, any Guarantor Senior Debt of a Subsidiary Guarantor or guaranteed by a Subsidiary Guarantor, no payment or distribution of any kind or character shall be made by or on behalf of such Subsidiary Guarantor or any other Person 140 - 132 - on its or their behalf with respect to any Guarantee Obligations on the Notes or to acquire acquire, repurchase, redeem or defease any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt which is Designated Senior Debtof any Guarantor, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Blockage Period, during the Blockage Period, neither any Subsidiary said Guarantor nor any other Person on its behalf shall (x) make any payment or distribution of any kind or character with respect to any Guarantee Obligations on the Notes or (y) acquire acquire, repurchase, redeem or defease any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period, that in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 12.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company, the respective Subsidiary Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt. Nothing contained in this Article Twelve shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided, that all Guarantor Senior Debt thereafter due or then or thereafter declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes. Section 12.03.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of a Subsidiary Guarantor or guaranteed by a Subsidiary Guarantor (which Senior Debt or guarantee, as the case may be, constitutes Guarantor Senior Debt of such Guarantor), no payment of any kind or character shall be made by by, or on behalf of such Subsidiary Guarantor of, the Company or any other Person on its or their behalf with respect to any Guarantee Obligations on the Notes Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Guarantor Senior Debt which is Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Guarantor Senior Debt, permitting the holders of such Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Guarantor Senior Debt gives a Default NoticeNotice of the event of default to the Trustee, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Guarantor Senior Debt terminating the Blockage Period, during 110 -103- the Blockage Period180 days after the delivery of such Default Notice, neither any Subsidiary Guarantor the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Guarantee Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein therein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Guarantor Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period, that in either case, case would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 12.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company, the respective Subsidiary Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt. Nothing contained in this Article Twelve shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided, that all Guarantor Senior Debt thereafter due or then or thereafter declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes. Section 12.03.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a) If A Guarantor shall not make any payment upon or in respect of the Notes (except from the trust created pursuant to Section 8.02) if (i) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Debt occurs and is continuing in the payment when duecontinuing, whether at maturity, upon any redemption, maturity or on a date fixed for payment or prepayment or by declaration of acceleration or otherwise, or (ii) the Trustee has received a Payment Blockage Notice from the Representative of any principal of, interest on, unpaid drawings for letters holder(s) of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Designated Senior Debt of that a Subsidiary Guarantor or guaranteed by a Subsidiary Guarantor, no payment of any kind or character shall be made by or on behalf of such Subsidiary Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations on the Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of nonpayment default occurs has occurred and is continuing with respect to any Guarantor such Designated Senior Debt which is that permits any of such holder(s) to accelerate the maturity of such Designated Senior Debt. Payments on the Notes shall resume (and all past due amounts on the Notes, with interest thereon as specified in this Indenture, shall be paid) (i) in the case of a payment default in respect of any Designated Senior Debt, as on the date on which such event of default is defined in the instrument creating or evidencing such Guarantor Senior Debt, permitting the holders of such Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Guarantor Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or otherwise ceases to exist; and (ii) in th case of a nonpayment default in respect of any Designated Senior Debt, on the earlier of (a) the date on which such nonpayment default is cured or waived, or (b) 179 days after the date on which the Payment Blockage Notice with respect to such default was received by the Trustee, in each case, unless the maturity of any Designated Senior Debt has been accelerated and the Company or any Guarantor has defaulted with respect to the payment of such Designated Senior Debt, or (c) the date on which such Payment Blockage Period shall have ceased been terminated by written notice to exist the Company, the Guarantor or the Trustee receives notice from the Representative for of the respective issue holders of Guarantor Designated Senior Debt terminating the initiating such Payment Blockage Period. During any consecutive 365-day period, during the Blockage Period, neither any Subsidiary Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Guarantee Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 180 shall not exceed 179 days, and there shall be a period of at least 186 consecutive days from the date the payment on the Notes was due and only one such in each consecutive 365-day period during which no Payment Blockage Period may be commenced within any 360 consecutive daysis in effect. No event or circumstance that creates a nonpayment default under any Designated Senior Debt that (i) gives rise to the commencement of default which existed a Payment Blockage Period or was continuing on (ii) exists at the date commencement of or during any Payment Blockage Period shall be made the basis for the commencement of any subsequent Payment Blockage Period with respect to the Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days. In no event shall a Payment Blockage Period extend beyond 179 days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after from the date of commencement the receipt of such the Payment Blockage Notice. Any number of notices of a nonpayment default may be given during a Payment Blockage Period, that in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 12.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company, the respective Subsidiary Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt. Nothing contained in this Article Twelve shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided, however, that all Guarantor Senior Debt thereafter due or then or thereafter declared to be due no such notice shall first be paid in full in cash or Cash Equivalents before extend such Payment Blockage Period beyond the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes. Section 12.03179-day limit.

Suspension of Guarantee Obligations When Guarantor Senior Debt Is in Default. (a1) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees or commissions with respect to, any Guarantor Senior Debt of a Subsidiary Guarantor or guaranteed by a Subsidiary Guarantor, no payment or distribution of any kind or character shall be made by or on behalf of such Subsidiary Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations on the Notes or to acquire acquire, repurchase, redeem or defease any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior Debt which is Designated Senior Debtof any Guarantor, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Blockage Period, during the Blockage Period, neither any Subsidiary said Guarantor nor any other Person on its behalf shall (xA) make any payment or distribution of any kind or character with respect to any Guarantee Obligations on the Notes or (yB) acquire acquire, repurchase, redeem or defease any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Guarantor Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Guarantor Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period, that in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 12.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company, the respective Subsidiary Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt. Nothing contained in this Article Twelve shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided, that all Guarantor Senior Debt thereafter due or then or thereafter declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes. Section 12.03.