Common use of Payment to Securityholders Clause in Contracts

Payment to Securityholders. (a) Neither the Company nor any Subsidiary Guarantor may make any payment upon or in respect of the Securities (except in securities that are subordinated at least to the same extent as the Securities to such Senior Debt and any securities issued in exchange for such Senior Debt) if: (i) a default in the payment of the principal of or interest on the Senior Debt occurs and is continuing beyond any applicable grace period; or (ii) any other default occurs and is continuing with respect to the Senior Debt that permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default under this Section 11.2 (a "Payment Blockage Notice") from the Company or the holders of any Senior Debt. (b) The Company or any Subsidiary Guarantor shall resume payments on and distributions in respect of the Securities, and all Obligations with respect thereto, and may acquire them: (i) in the case of a payment default, when such payment default is cured or waived, and (ii) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated. (c) No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Payment Blockage Notice (unless such nonpayment default shall have been cured or waived for a period of not less than 181 days). (d) If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify each holder of Senior Debt. (e) Upon (i) any acceleration of the principal amount due on the Securities or (ii) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding up or total or partial liquidation or arrangement or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal of or premium, if any, or

Payment to Securityholders. (a) Neither In the Company nor event and during the continuation of any Subsidiary Guarantor may make any payment upon or in respect of the Securities (except in securities that are subordinated at least to the same extent as the Securities to such Senior Debt and any securities issued in exchange for such Senior Debt) if: (i) a default in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the principal of or interest on the Senior Debt occurs and is Company continuing beyond any applicable the grace period; or (ii) any other default occurs and is continuing with respect to , if any, specified in the instrument or lease evidencing such Senior Debt that permits holders Indebtedness of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default under this Section 11.2 (a "Payment Blockage Notice") from the Company or the holders of any Senior Debt. (b) The Company or any Subsidiary Guarantor shall resume payments on and distributions in respect of the SecuritiesCompany, and all Obligations with respect thereto, and may acquire them: (i) in the case of a payment default, when such payment default is cured or waived, and (ii) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is receivedthen, unless the maturity of any Senior Debt has been accelerated. (c) No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Payment Blockage Notice (unless and until such nonpayment default shall have been cured or waived for a period of not less than 181 days). (d) If or shall have ceased to exist, no payment of the Securities is accelerated because of an Event of Default, shall be made by the Company shall promptly notify each holder of Senior Debt. (e) Upon (i) any acceleration of with respect to the principal amount due of, or premium, if any, or interest on the Securities, except sinking fund obligations satisfied by credit of acquired Securities or (ii) under Section 3.05 prior to the happening of such default and payments made pursuant to Article XI hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such default. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding winding-up or total or partial liquidation or arrangement or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal of or (and premium, if any) or interest on the Securities (except payments made pursuant to Article XI hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, orwinding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Securities or the Trustee would be entitled, except for the provisions of this Article XIV, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness of the Company held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Company may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Company in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Company, before any payment or distribution is made to the holders of the Securities or to the Trustee. 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, shall be received by the Trustee or the holders of the Securities before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Company or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Company may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Company in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article XIV, 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 reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XIV with respect to the Securities to the payment of all Senior Indebtedness of the Company which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Company is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Company (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article X hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.02 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article X hereof. Nothing in this Section 14.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06.