Common use of Default on Designated Senior Debt Clause in Contracts

Default on Designated Senior Debt. No Subsidiary Guarantor shall make any payment upon or in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall make (a) In the event of and during the continuation of any payment upon or in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, interest or premium, if any, on any Senior Debt, or interest any Obligation owing from time to time under or in respect of Senior Debt, or in the event that any event of default (other than a payment default) with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any Designated Senior Debt shall have occurred and be continuing permitting the holders of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of (or their Representative or Representatives) to declare such Subsidiary Guarantor that permits holders of the Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of any Subsidiary Guarantor on account of the Notes (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the date the Subsidiary Guarantors or the Trustee receive written notice (a "Payment Notice") of such event of default (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such a payment default or nonpayment event of default) from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which such Designated Senior Debt to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor is paid in full or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (bC) 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 Trustee receives written notice from the maturity Credit Agent (or other holders of any Designated Senior Debt or their Representative or Representatives), as the case may be, terminating the Payment Blockage Period. During any consecutive 360-day period, the aggregate of such Subsidiary Guarantor has been acceleratedall Payment Blockage Periods shall not exceed 179 days and there shall be a period of at least 181 consecutive days in each consecutive 360-day period when no Payment Blockage Period is in effect. No new period event of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that which existed or was continuing with respect to the Senior Debt to which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee Period commenced shall be, be or be made, made the basis for a the commencement of any subsequent Payment Blockage Notice Period unless such event of default shall have been is cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary The Guarantor shall may not make any payment upon or in respect of Obligations with respect to the Subsidiary Guarantees Notes (except in Permitted Junior Securities or and payments made from the trust trusts described under in Article 8 hereofof the Indenture) if if: (i) a default in the payment of the principal of, of premium, if any, or interest on any Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace continuing, or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary the Guarantor that permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior DebtDebt (or their representative). Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premiumpremium and Liquidated Damages, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 180 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor The Company shall not make any payment upon or in respect of the Subsidiary Guarantees Notes (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the representative of the holders of any such Designated Senior Debt. Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) in case of a nonpayment default, the earlier of (x) the date on which such nonpayment default is cured or waived or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until accelerated or (iz) 360 days the date on which such Payment Blockage Period (as defined below) shall have elapsed since been terminated by written notice to the effectiveness Trustee from the representative of the immediately prior holders of Designated Senior Debt initiating such Payment Blockage Notice and (ii) all scheduled Period. During any consecutive 360-day period, the aggregate number of days in which payments of principal, premium, if any, and interest due on the Notes that have come due have been paid may not be made as a result of nonpayment defaults on Designated Senior Debt (a "Payment Blockage Period") shall not exceed 179 days, and there shall be a period of at least 181 consecutive days in full each consecutive 360-day period during which no Payment Blockage Period is in casheffect. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Neither the Issuer nor the Guarantor shall may make any payment upon or distribution in respect of principal of, or premium, if any, or interest on, or other amounts payable under or in respect of the Subsidiary Guarantees Notes or the Parent Guarantee or make any deposit with respect to legal or covenant defeasance, and neither may repurchase, redeem or otherwise retire the Notes pursuant to a Change of Control or otherwise (except collectively, pay the Notes), if (a) any principal, interest, premium or other amounts payable in Permitted Junior Securities respect of any Designated Senior Debt is not paid when due or from (b) any other default under any Designated Senior Debt occurs and the trust described under Article 8 hereof) if maturity of such Designated Senior Debt is accelerated in accordance with its terms, unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Debt has been paid in full; provided, however, that the Issuer or the Guarantor may pay the Notes without regard to the foregoing if the Issuer or the Guarantor and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Debt. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt, including any event that, with notice or lapse of time, or both, would become an event of default, neither the Issuer nor the Guarantor may pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Issuer or the Guarantor of written notice of such default from the Representative of the Bank Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (unless earlier terminated (i) by written notice to the Trustee and the Issuer or the Guarantor from the Representative of the Bank Debt, (ii) because no defaults under any Designated Senior Debt are continuing or (iii) because all Designated Senior Debt has been repaid in full) and at which time such Payment Blockage Notice shall no longer be deemed to exist. Notwithstanding the provisions described in the payment immediately preceding sentence, unless the holders of any Designated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, the Issuer or the Guarantor may (unless otherwise prohibited as described in the first sentence of this Section 10.03 or in Section 10.02) resume payments on the Notes after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period. If notwithstanding the provisions of the preceding paragraph, any direct or indirect payment or distribution on account of principal of, or premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with amounts payable under or in respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which Notes or the Parent Guarantee or any acquisition, repurchase, redemption, retirement or defeasance of any of the Notes shall be made at a time when such default relates to accelerate its maturity and payment or distribution is prohibited by such provisions, such payment or distribution shall be held in trust by the Trustee receives and each Holder of a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor Note, as the case may be, for the benefit of, and paid over or delivered forthwith to, the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed Debt or their Representatives for application to (a) in the case of a payment defaultcash), upon or as collateral for (in the date on which such default is cured or waived and (b) in case of a nonpayment defaultnon-cash property or securities), the earlier payment or prepayment 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 Designated all Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due Senior Debt shall have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive daysfull.

Default on Designated Senior Debt. No Subsidiary Guarantor The Company shall ---------------------------------- not make any payment upon or in respect of the Subsidiary Guarantees Securities (except in Permitted Junior Securities made pursuant to a reorganization in which the Senior Debt is not impaired or from the trust described under Article 8 hereofSection 8.02, 8.03 and 8.04(a)) if (i) a default any amount of principal, interest or other Obligation in the payment respect of the principal of, premium, if any, or interest on any Designated Senior Debt (including, without limitation, any amount due as a result of such Subsidiary Guarantor occurs the acceleration of the maturity thereof) is not paid when due and is continuing beyond any applicable period of grace remains unpaid (a "Payment Default") or (ii) any other default (a "Nonpayment Default") occurs and is continuing with respect to any Designated Senior Debt of such Subsidiary Guarantor that permits holders of the such Designated Senior Debt as to which such default relates or any agent or trustee thereof to accelerate its maturity and and, in the case of any such Nonpayment Default, the Trustee receives a notice of such default invoking the following provisions of this Section 10.03 (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any Designated Senior DebtDebt or any agent or trustee thereof. However, the Company may pay the Securities 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 affected by such Payment Default or Nonpayment Default. Payments on the Subsidiary Guarantees Securities may and shall be resumed (a) in the case of a payment defaultPayment Default, upon the date on which such default is all Payment Defaults have been cured or waived waived, unless a Payment Blockage Notice has been delivered commencing a payment blockage period in respect of a Nonpayment Default, and (b) in case of a nonpayment defaultNonpayment Default, the earlier of (i) the date on which such nonpayment default is all Payment Defaults and Nonpayment Defaults have been cured or waived or (ii) the date 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor a Payment Default has been acceleratedoccurred and is continuing. No new period of payment blockage may be commenced in respect of a Nonpayment Default unless and until (i) 360 180 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default Nonpayment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days; provided that if such Nonpayment Default arose from the failure to comply with a financial covenant and if the condition or performance measured by such financial covenant has declined further from such condition or performance as reflected in the most recent financial statements available on the date of delivery of the original Payment Blockage Notice to the Trustee, such Nonpayment Default may be, or be made, the basis for a subsequent Payment Blockage Notice. Whenever the Company is prohibited from making any payment in respect of the Securities, the Company also shall be prohibited from making, directly or indirectly, any deposit in the trust described under Section 8.02, 8.03 and 8.04(a) and any payment of any kind on account of the redemption, purchase or other acquisition of the Securities except for payments from a trust described under Section 2.09, 3.05, 8.02, 8.03 or 8.04(a). If any Holder receives any payment or distribution that such Holder is not entitled to receive with respect to the Securities, such Holder shall be required to pay the same over to the holders of Senior Debt.

Default on Designated Senior Debt. No Subsidiary The Guarantor shall may not make any payment upon or in respect of the Subsidiary Guarantees Subordinated Note Obligations (except in Permitted Junior Securities or and payments made from the trust trusts described under in Article 8 hereofof the Indenture) if if: (i) a default in the payment of the principal ofof (including reimbursement obligations in respect of letters of credit), premium, if any, or interest on on, or commitment fees related to Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace grace, or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary the Guarantor that permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior DebtDebt (or their representative). Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company and the Guarantors may not make any payment upon or distribution of any kind or character to the Trustee or any Holder in respect of Obligations on, or with respect to, the Subsidiary Guarantees Notes and may not acquire from the Trustee or any Holder any Notes for cash or property or otherwise (except in other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the any defeasance trust described under Article 8 created pursuant to Section 8.01 hereof) if until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (ia) a default in the payment of the principal ofany principal, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable grace period of grace in the agreement, indenture or other document governing such Designated Senior Debt; or (iib) any other default on Designated Senior Debt occurs and is continuing that then permits, or with respect to Designated Senior Debt the giving of such Subsidiary Guarantor that permits notice or passage of time or both (unless cured or waived) shall permit holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such the default (a "Payment Blockage Notice") from a Person who may give it pursuant to Section 10.12 hereof. If the Trustee receives any such Subsidiary Guarantor or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment defaultPayment Blockage Notice, upon the date on which such default is cured or waived and (b) 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 no subsequent Payment Blockage Notice is received, unless the maturity shall be effective for purposes of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced this Section unless and until (i) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days. The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (a) the date upon which the default is cured or waived, or (b) in the case of a default referred to in Section 10.04(b) hereof, 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, if this Article 10 otherwise does not prohibit the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company also may not make any payment of principal, premium, interest and Liquidated Damages, if any, on the Notes upon or in respect of the Subsidiary Guarantees Notes whether on account of principal, interest, premiums, Liquidated Damages or otherwise (except other than as set forth in Permitted Junior Securities or from the trust described under Article 8 Section 10.2(2) hereof) if if: (i) a default in the payment of the principal ofprincipal, premium, or interest, if any, or interest on any Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace grace; or (ii) any other default occurs and is continuing with respect to Designated Senior Debt or would occur as a consequence of such Subsidiary Guarantor payment that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity without further notice (except such notice as may be required to effect such acceleration) or lapse of time and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any such Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until (i) within 360 days have elapsed since after the effectiveness receipt by the Trustee of the immediately any prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless Notice. The Company may and shall resume payment on the Notes: (1) in the case of a payment default, upon the date on which such default shall have been is cured or waived for or otherwise has ceased to exist, and (2) in the case of a non-payment default, the earlier of the date on which such non-payment default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated and not paid, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition. Following the expiration of any period during which the Company is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments. The Company shall give prompt written notice to the Trustee of any default in the payment of any Senior Debt or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not less than 90 consecutive daysaffect the subordination of the Notes to the Senior Debt or the application of the other provisions provided in this Article 10.

Default on Designated Senior Debt. No Subsidiary Guarantor shall make (a) If any payment upon or in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond in the payment when due, whether at maturity, upon any applicable period redemption, by declaration or otherwise, of grace any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or (ii) regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any 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 Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) , as such event of default is defined in the case instrument creating or evidencing such Designated Senior Debt, permitting the holders of a payment default, upon such Designated Senior Debt then outstanding to accelerate the date on which such default is cured or waived maturity thereof and (b) in case if the Representative for the respective issue of a nonpayment default, the earlier Designated Senior Debt gives notice of the date on which such nonpayment event of default is to the Trustee (a "DEFAULT NOTICE"), then, unless and until all events of default have been cured or waived or 179 have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the date delivery of such Default Notice (the "BLOCKAGE PERIOD"), neither the Company nor any other Person on which the applicable Payment Blockage Notice is received, unless the maturity its behalf shall (x) make any payment of any Designated Senior Debt kind or character with respect to any 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 Subsidiary Guarantor has been accelerated. No new period of payment blockage Blockage Period may be commenced unless and until (i) within any 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashconsecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent Payment second Blockage Notice Period by the Representative of such Designated 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 daysdays (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).

Default on Designated Senior Debt. No Subsidiary Guarantor shall make (a) In the event of and during the continuation of any payment upon or in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, interest or premium, if any, on any Senior Debt, or interest any Obligation owing from time to time under or in respect of Senior Debt, or in the event that any event of default (other than a payment default) with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any Designated Senior Debt shall have occurred and be continuing permitting the holders of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of (or their Representative or Representatives) to declare such Subsidiary Guarantor that permits holders of the Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of Foamex or FCC on account of the Notes (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the date the Issuers or the Trustee receive written notice (a 77 "Payment Notice") of such event of default (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such a payment default or nonpayment event of default) from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which such Designated Senior Debt to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor is paid in full or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (bC) 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 Trustee receives written notice from the maturity Credit Agent (or other holders of any Designated Senior Debt or their Representative or Representatives), as the case may be, terminating the Payment Blockage Period. During any consecutive 360-day period, the aggregate of such Subsidiary Guarantor has been acceleratedall Payment Blockage Periods shall not exceed 179 days and there shall be a period of at least 181 consecutive days in each consecutive 360-day period when no Payment Blockage Period is in effect. No new period event of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that which existed or was continuing with respect to the Senior Debt to which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee Period commenced shall be, be or be made, made the basis for a the commencement of any subsequent Payment Blockage Notice Period unless such event of default shall have been is cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor The Guarantors also shall not make any payment upon or in respect of the Subsidiary Guarantees Notes (except in Permitted Junior Securities securities or from the trust described under Article 8 hereofSection 8.02 and 8.03) if (i) a default in the payment of the principal of, of premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity maturity, and in the case of this clause (ii) only, and the Trustee receives a notice of such default invoking the provisions described in this paragraph (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any Designated Senior DebtDebt or any agent or trustee therefor. Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 a payment default has occurred and is continuing (as a result of the maturity of any Designated Senior Debt of such Subsidiary Guarantor has having been accelerated). No new period of payment blockage (other than for a payment default) may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days. Whenever a Guarantor is prohibited from making any payment in respect of the Notes, the Guarantor also shall be prohibited from making, directly or indirectly, any payment of any kind on account of the purchase or other acquisition of the Notes. If any Holder receives any payment or distribution that such Holder is not entitled to receive with respect to the Notes, such Holder shall be required to pay the same over to the holders of Senior Debt.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company also may not make any payment (whether by redemption, purchase, retirement, defeasance or otherwise) upon or in respect of the Subsidiary Guarantees Notes (except in Permitted Junior Securities or from the trust described under in Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace ("payment default") or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits, or with the giving of such Subsidiary Guarantor that permits notice or passage of time or both (unless cured or waived) will permit, holders of the Designated Senior Debt as to which such default relates to accelerate its maturity ("non-payment default") and (solely with respect to this clause (ii) ) the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior Debt. Payments Cash payments on the Subsidiary Guarantees may and Notes shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 Designated Senior Debt of such Subsidiary Guarantor has been acceleratedaccelerated or a default of the type described in paragraphs (g) or (h) of Section 6.1 hereof has occurred and is continuing. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness date of commencement of the payment blockage period resulting from the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default in respect of Designated Senior Debt that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not no less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall make any payment or any distribution of any kind upon or in respect of the Subsidiary Guarantees Senior Subordinated Notes or any other Obligation in connection with the Senior Subordinated Notes, including, without limitation, for the acquisition or defeasance of any of the Senior Subordinated Notes (except in Permitted Junior Securities or from the trust described under pursuant to Article 8 hereof, provided that such payments are made in accordance with the provisions described therein) if (i) a default in the payment payment, whether at stated maturity, by acceleration, by declaration or otherwise, of the principal of, premium, if any, or interest on on, unpaid drawings for letters of credit issued in respect of, or any regularly accruing fees with respect to, any Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace (a "payment default") or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt of such Guarantor as to which such default relates to accelerate its maturity and (a "nonpayment default") and, with respect to nonpayment defaults, the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any Designated Senior DebtDebt of such Guarantor. Payments on in respect of such Guarantor's Subsidiary Guarantee of the Subsidiary Guarantees Senior Subordinated Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage based upon a nonpayment default may be commenced unless and until (i) 360 days have elapsed since the effectiveness of date that the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashwas received. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been was cured or waived for a period of not less than at least 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company and the Guarantors may not make any payment upon or distribution to the Trustee or any Holder of Notes on account of any Obligations in respect of the Subsidiary Guarantees Notes and may not acquire from the Trustee or any Holder of Notes any Notes for cash or property (except in other than (i) Permitted Junior Securities or and (ii) payments and other distributions made from the any defeasance trust described under created pursuant to Article 8 hereof) if until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash or Cash Equivalents if: (i) a default in the payment of the any principal of, premium, if any, or interest on other Obligations with respect to Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond (including any applicable period default in payment upon the maturity of grace any Designated Senior Debt by lapse of time, acceleration or otherwise) in the agreement, indenture or other document governing such Designated Senior Debt, or any judicial proceeding is pending to determine whether any such default has occurred; or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that then permits, or would permit, with the passage of such Subsidiary Guarantor that permits time or the giving of notice or both, holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from a Person who may give it pursuant to Section 10.11 hereof. If the Trustee receives any such Subsidiary Guarantor or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment defaultPayment Blockage Notice, upon the date on which such default is cured or waived and (b) 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 no subsequent Payment Blockage Notice is received, unless the maturity shall be effective for purposes of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced this Section unless and until (i) at least 360 days have elapsed since the first day of effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive 180 days. 56 63 The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them: (1) in the case of a payment default referred to in clause (i) above, upon the date on which the default is cured or waived or otherwise ceases to exist, unless another default, event of default or other event that would prohibit such payment shall have occurred and be continuing, or all Obligations in respect of such Designated Senior Debt shall have been paid in full in cash or Cash Equivalents; or (2) in the case of a nonpayment default referred to in clause (ii) above, 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 by the Trustee. SECTION 10.04.

Default on Designated Senior Debt. No Subsidiary Guarantor The Company shall not, directly or indirectly, (x) make any payment upon of principal of, premium, if any, or in respect of interest or Liquidated Damages, if any, on the Subsidiary Guarantees Notes (except in Permitted Junior Securities or from the trust described under in Article 8 hereof) or Article 11 hereof if no default of the kind referred to in clause (i) a below had occurred and was continuing, and no Payment Blockage Notice was in effect, at the time amounts were deposited with the Trustee as described therein) or (y) acquire any of the Notes for cash or property or otherwise or make any other distribution with respect to the Notes if: any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of the any principal of, premium, if any, or interest on on, any Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace the Company, or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor the Company that permits holders of the Designated Senior Debt of the Company as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any such Designated Senior DebtDebt of the Company. Payments on the Subsidiary Guarantees The Company may and shall be resumed (a) resume payments on the Notes: in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist, and (b) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor the Company has been acceleratedaccelerated and such acceleration remains in full force and effect. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall 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 90 consecutive days. The Company shall give prompt written notice to the Trustee of any default in the payment of any Senior Debt of the Company or any acceleration under any Senior Debt of the Company or under any agreement pursuant to which Senior Debt of the Company may have been issued. Failure to give such notice shall not affect the subordination of the Notes to the Senior Debt of the Company or the application of the other provisions provided in this Article 10.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company also may not make any payment or distribution upon or in respect of the Subsidiary Guarantees Notes (except in that Holders of Notes may receive and retain (a) Permitted Junior Securities or and (b) payments made from the defeasance trust described under created pursuant to Article 8 hereof) ), if (i) a default in the payment of the principal of, premium, if any, any Obligations with respect to Designated Senior Debt occurs and is continuing (a "payment default") or interest any other default on Designated Senior Debt occurs and the maturity of such Subsidiary Guarantor occurs and Designated Senior Debt is continuing beyond any applicable period of grace accelerated in accordance with its terms or (ii) any a default other default than a payment default, occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and (a "non-payment default") and, in the case of this clause (ii) only, the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees The Company may and shall be resumed resume payments on the Notes (a) in the case of a payment default, upon the date on which such default is cured or waived and, in the case of Designated Senior Debt that has been accelerated, such acceleration has been rescinded, and (b) in the case of a nonpayment non-payment default, the earlier of the date on which such nonpayment non-payment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, received unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and until (i) 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall make (a) In the event of and during the continuation of any payment upon or in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, interest or premium, if any, on any Senior Debt, or interest any Obligation owing from time to time under or in respect of Senior Debt, or in the event that any event of default (other than a payment default) with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any Designated Senior Debt shall have occurred and be continuing permitting the holders of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of (or their Representative or Representatives) to declare such Subsidiary Guarantor that permits holders of the Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of Foamex or FCC on account of the Notes (other than payments in the form of Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the date the Issuers or the Trustee receive written notice (a "Payment Notice") of such event of default (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such a payment default or nonpayment event of default) from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which such Designated Senior Debt to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor is paid in full or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (bC) 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 Trustee receives written notice from the maturity Credit Agent (or other holders of any Designated Senior Debt or their Representative or Representatives), as the case may be, terminating the Payment Blockage Period. During any consecutive 360-day period, the aggregate of such Subsidiary Guarantor has been acceleratedall Payment Blockage Periods shall not exceed 179 days and there shall be a period of at least 181 consecutive days in each consecutive 360-day period when no Payment Blockage Period is in effect. No new period event of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that which existed or was continuing with respect to the Senior Debt to which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee Period commenced shall be, be or be made, made the basis for a the commencement of any subsequent Payment Blockage Notice Period unless such event of default shall have been is cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No The Subsidiary Guarantor Guarantors shall not make any payment upon or in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") Notice from such Subsidiary Guarantor or the Representative of the holders of any such Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing and (b) in case of a nonpayment default, the earlier of (x) the date on which such nonpayment default is cured or waived or in writing, (y) 179 days after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until accelerated or (iz) 360 days the date on which such Payment Blockage Period shall have elapsed since been terminated by written notice to the effectiveness Trustee from the Representative of the immediately prior holders of Designated Senior Debt initiating such Payment Blockage Notice and (ii) all scheduled Period. During any consecutive 360-day period, the aggregate number of days in which payments of principal, premium, if any, and interest due on the Notes that have come due have been paid may not be made as a result of nonpayment defaults on Designated Senior Debt shall not exceed 179 days, and there shall be a period of at least 181 consecutive days in full each consecutive 360-day period during which no Payment Blockage Period is in casheffect. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived in writing for a period of not less than 90 consecutive daysdays (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to a default pursuant to any provisions under which a default previously existed or was continuing, shall constitute a new default for this purpose). SECTION 12.04.

Default on Designated Senior Debt. No Subsidiary Guarantor (a) The Borrower shall not make any payment upon (by setoff or otherwise) in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) Loans if (i) a default in the payment of the principal of, or premium, if any, or interest on any Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable grace period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the any Designated Senior Debt as to which such default relates to accelerate its maturity maturity, and the Trustee Lender receives a notice of such default (a "“Payment Blockage Notice"”) from such Subsidiary Guarantor or the holders of any such Designated Senior DebtDebt or any agent or trustee for such holders. Payments on the Subsidiary Guarantees Loans may and shall be resumed (ax) in the case of a payment default, upon the date on which such default is cured or waived and (by) 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 a payment default has occurred and is continuing (as a result of the maturity of any Designated Senior Debt of such Subsidiary Guarantor has having been accelerated). No new period of payment blockage (other than for a payment default) may be commenced by the holders of any Designated Senior Debt or any agent or trustee for such holders unless and until (iA) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice delivered by the holders of such Designated Debt or any agent or trustee for such holders and (iiB) all scheduled payments of principal, premium, if any, and interest on the Notes Loans that have come due have been paid in full in cash. No nonpayment default in respect of the applicable holder of the Designated Senior Debt that existed or was continuing on the date of delivery of any Payment Blockage Notice in respect of the applicable holder of the Designated Senior Debt to the Trustee Lender shall be, or be made, the basis for a subsequent Payment Blockage Notice in respect of the applicable holder of the Designated Senior Debt unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall make (a) In the event of and during the continuation of any payment upon or in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, interest or premium, if any, on any Senior Debt, or interest any Obligation owing from time to time under or in respect of Senior Debt, or in the event that any event of default (other than a payment default) with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any Designated Senior Debt shall have occurred and be continuing permitting the holders of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of (or their Representative or Representatives) to declare such Subsidiary Guarantor that permits holders of the Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of any Subsidiary Guarantor on account of the Notes (other than payments in the form of Subsequent Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the date the Subsidiary Guarantors or the Trustee receive written notice (a "Payment Notice") of such event of default (which notice shall be binding on the Trustee and the Holders of Notes as to the occurrence of such a payment default or nonpayment event of default) from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which such Designated Senior Debt to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor is paid in full or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (bC) 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 Trustee receives written notice from the maturity Credit Agent (or other holders of any Designated Senior Debt or their Representative or Representatives), as the case may be, terminating the Payment Blockage Period. During any consecutive 360-day period, the aggregate of such Subsidiary Guarantor has been acceleratedall Payment Blockage Periods shall not exceed 179 days and there shall be a period of at least 181 consecutive days in each consecutive 360-day period when no Payment Blockage Period is in effect. No new period event of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that which existed or was continuing with respect to the Senior Debt to which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee Period commenced shall be, be or be made, made the basis for a the commencement of any subsequent Payment Blockage Notice Period unless such event of default shall have been is cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company may not make any payment upon or in respect of the Subsidiary Guarantees Securities (except in Permitted Junior Securities such subordinated securities as described in Section 9.02(b) or from the trust described under Article 8 hereofestablished pursuant to Section 11.04) if (i) a default in the payment of the principal of, premium, if any, or interest Payment Default on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage NoticePAYMENT BLOCKAGE NOTICE") from the Company or any Representative of such Subsidiary Guarantor or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees Securities may be resumed and all past due amounts on the Securities shall be resumed paid (a) in the case of a payment defaultPayment Default, upon the date on which such default is cured or waived and (b) in case of any default other than a nonpayment defaultPayment Default, upon the earlier of (1) the date on which such nonpayment default is cured or waived or (2) 179 days after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of any such Designated Senior Debt has been accelerated and the Company has defaulted with respect to the payment of such Subsidiary Guarantor has been acceleratedDesignated Senior Debt. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness date of receipt by the Trustee of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default other than a Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee was given shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive daysNotice.

Default on Designated Senior Debt. No The Subsidiary Guarantor shall also may not make any payment (whether by redemption, purchase, retirement, defeasance or otherwise) upon or in respect of the Subsidiary Guarantees Notes (except in Permitted Junior Securities or from the trust described under in Article 8 hereofof the Indenture) if (i) a default in the payment of the principal of, premium, if any, or interest on Guarantor Designated Senior Debt (as defined below) of such the Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace ("PAYMENT DEFAULT") or (ii) any other default occurs and is continuing with respect to Guarantor Designated Senior Debt of such the Subsidiary Guarantor that permits permits, or with the giving of notice or passage of time or both (unless cured or waived) will permit, holders of the such Guarantor Designated Senior Debt as to which such default relates to accelerate its maturity ("NON-PAYMENT DEFAULT") and (solely with respect to this clause (ii) ) the Trustee receives a notice of such default (a "Payment Blockage NoticePAYMENT BLOCKAGE NOTICE") from the holders or representatives of such Guarantor Designated Senior Debt of the Subsidiary Guarantor. Cash payments on the Notes from the Subsidiary Guarantor or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 Guarantor Designated Senior Debt of such the Subsidiary Guarantor or Designated Senior Debt of the Company has been acceleratedaccelerated or a default of the type described in paragraph (g) or (h) of Section 6.1 of the Indenture has occurred and is continuing. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness date of commencement of the payment blockage period resulting from the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default in respect of Designated Senior Debt of the Subsidiary Guarantor that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.default

Default on Designated Senior Debt. No Subsidiary Guarantor The Company and the Guarantors shall not make any payment upon or in respect of the Notes or the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereofSecurities) if (ia) a default in the payment of the principal of, or premium, if any, or interest on Designated on, Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace continuing, or (iib) any other default occurs and is continuing with respect to Designated Senior Debt that currently, or with the passage of such Subsidiary Guarantor that time or giving of notice, permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and and, in the Trustee case of any such default described in this clause (b), the Administrative Agent receives a notice of such default of the type referred to in this clause (b) (a "Payment Blockage NoticePAYMENT BLOCKAGE NOTICE") from such Subsidiary Guarantor the Company, the Senior Lender Representative, or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees Notes may and shall be resumed (ai) in the case of a payment default, upon the date on which such default is cured or waived in writing by the holders of the applicable Senior Debt, and (bii) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived in writing 61 -55- by the holders of Designated Senior Debt or 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived by the Administrative Agent, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced under clause (ii) above unless and until (iA) 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (iiB) all scheduled payments of principalprincipal of, and premium, if any, and interest on on, the Notes that have come due have been paid in full in cash. No nonpayment default that existed or and was continuing on the date of delivery of any Payment Blockage Notice to the Trustee Administrative Agent shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived in writing or cured or waived for a period of not less than 90 consecutive days. In the event that the Company or any Guarantor makes any payment to any Holder of any Note prohibited by the foregoing, such payment will be required to be held in trust for and paid over to the holders of Senior Debt (or the Senior Lender Representative on behalf thereof).

Default on Designated Senior Debt. No Subsidiary The Guarantor shall may not make any payment upon or in respect of the Subsidiary Guarantees Subordinated Note Obligations (except in Permitted Junior Securities or and payments made from the trust trusts described under in Article 8 hereofof the Indenture) if if: (i) a default in the payment of the principal ofof (including reimbursement obligations in respect of letters of credit), premium, if any, or interest on on, or commitment fees related to Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period -------- (3) To be included if the Supplemental Indenture is executed and delivered pursuant to Section 4.15 of grace the Indenture. B-4 92 of grace, or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary the Guarantor that permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior DebtDebt (or their representative). Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company and the Guarantors also may not make any payment upon or in respect of the Notes or the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under created pursuant to Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that currently, or with the passage of such Subsidiary Guarantor that time or giving of notice, permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and and, in the case of any such default described in this clause (ii), the Trustee receives a notice of such default of the type referred to in this clause (ii) (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing by the holders of the applicable Senior Debt and (b) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived in writing by the holders of Designated Senior Debt or 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived by the Trustee, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced under clause (ii) above unless and until (i) 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principalprincipal of, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or and was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived in writing or cured or waived for a period of not less than 90 consecutive days. In the event that the Company or any Guarantor makes any payment to the Trustee or any Holder of any Note prohibited by the foregoing, such payment will be required to be held in trust for and paid over to the holders of Senior Debt (or the representative thereof). The Trustee and the Holders of the Notes will not challenge or contest the enforceability or validity of the Senior Credit Facility or any obligation, Lien or encumbrance thereunder.

Default on Designated Senior Debt. No Subsidiary Guarantor The Company also shall not make any payment upon or in respect of the Subsidiary Guarantees Notes (except in Permitted Junior Securities securities or from the trust described under Article 8 hereofSection 8.02 and 8.03) if (i) a default in the payment of the principal of, of premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity maturity, and in the case of this clause (ii) only, and the Trustee receives a notice of such default invoking the provisions described in this paragraph (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any Designated Senior DebtDebt or any agent or trustee therefor. Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 a payment default has occurred and is continuing (as a result of the maturity of any Designated Senior Debt of such Subsidiary Guarantor has having been accelerated). No new period of payment blockage (other than for a payment default) may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days. Whenever the Company is prohibited from making any payment in respect of the Notes, the Company also shall be prohibited from making, directly or indirectly, any payment of any kind on account of the purchase or other acquisition of the Notes. If any Holder receives any payment or distribution that such Holder is not entitled to receive with respect to the Notes, such Holder shall be required to pay the same over to the holders of Senior Debt.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company also may not make any --------------------------------- payment upon or in respect of the Subsidiary Guarantees Note (except in Permitted Junior Securities or from the trust described under Article 8 hereofSecurities) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that currently, or with the passage of such Subsidiary Guarantor that time or giving of notice, permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and and, in the Trustee case of any such default described in this clause (ii), the holder of the Note receives a notice of such default of the type referred to in this clause (ii) (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees Note may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing by the holders of the applicable Senior Debt and (b) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived in writing by the holders of Designated Senior Debt or 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived by the holder of the Note, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced under clause (ii) above unless and until (i) 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principalprincipal of, premium, if any, and interest on the Notes Note that have come due have been paid in full in cash. No nonpayment default that existed or and was continuing on the date of delivery of any Payment Blockage Notice to the Trustee holder of the Note shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived in writing or cured or waived for a period of not less than 90 consecutive days. In the event that the Company makes any payment to any holder of the Note prohibited by the foregoing, such payment will be required to be held in trust for and paid over to the holders of Senior Debt (or the representative thereof). The holder of the Note will not challenge or contest the enforceability or validity of the New Credit Facility or any obligation, Lien (as defined in the Indenture) or encumbrance thereunder.

Default on Designated Senior Debt. No Subsidiary Guarantor shall (a) The Company may not make any payment or distribution to the Trustee or any Holder upon or in respect of the Subsidiary Guarantees Notes (except in other than (x) Permitted Junior Securities and (y) payments and other distributions made from any defeasance trust created pursuant to Section 8.02 or from the trust described under Article 8 8.03 hereof) if or to repurchase or redeem any of the Notes (including, without limitation, repurchases of Notes at the option of a Holder upon a Change of Control) if: (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and and, in the case of clause (ii), the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders Senior Debt Representative of any Designated Senior Debt. Payments on the Subsidiary Guarantees Notes may and shall be resumed (ax) in the case of a payment default, upon the date on which such default is cured or waived and (by) in the case of a nonpayment default, the earlier of (a) the date on which such nonpayment default is cured or waived or waived, (b) 179 days after the date on which the applicable Payment Blockage Notice is received, unless (c) the maturity of any date such Designated Senior Debt shall have been discharged or paid in full in cash or (d) the date such Payment Blockage Period shall have been terminated by written notice to the Company or the Trustee from the Senior Debt Representative of Designated Senior Debt initiating such Subsidiary Guarantor has been acceleratedPayment Blockage Period, after which, in the case of clauses (a), (b), (c) and (d), the Company shall resume making any and all required payments in respect of the Notes, including any payments not made to the Holders of the Notes during the Payment Blockage Period due to the foregoing prohibitions, unless the provisions described in clause (i) are then applicable. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Neither the Company nor the Guarantor shall may make any payment upon or in respect of the Subsidiary Guarantees Securities or the Guarantee (except in Permitted Junior Securities such subordinated securities as described in Section 902 or from the trust described under Article 8 hereofestablished pursuant to Section 1204) if (i) a default in the payment of the principal of, premium, if any, or interest Payment Default on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage NoticePAYMENT BLOCKAGE NOTICE") from such Subsidiary the Company, the Guarantor or the holders any Representative of any Designated Senior Debt. Payments on the Subsidiary Guarantees Securities or the Guarantee may be resumed and all past due amounts on the Securities shall be resumed paid (a) in the case of a payment defaultPayment Default, upon the date on which such default is cured or waived and (b) in case of a nonpayment default, upon the earlier of (1) the date on which such nonpayment default is cured or waived or (2) 179 days after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of any Designated Senior Debt has been accelerated and the Company or the Guarantor has defaulted with respect to the payment of such Subsidiary Guarantor has been acceleratedDesignated Senior Debt. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee was given shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive daysNotice.

Default on Designated Senior Debt. No Subsidiary Guarantor (a) The Borrower shall not make any payment upon (by setoff or otherwise) or in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) Loans if (i) a default in the payment of the principal of, or premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable grace period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity maturity, and the Trustee Administrative Agent receives a notice of such default (a "“Payment Blockage Notice"”) from such Subsidiary Guarantor or the holders of any Designated Senior DebtDebt or any agent or trustee for such holders. Payments on the Subsidiary Guarantees Loans may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 a payment default has occurred and is continuing (as a result of the maturity of any Designated Senior Debt of such Subsidiary Guarantor has having been accelerated). No new period of payment blockage (other than for a payment default) may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes Loans that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee Administrative Agent shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive ninety (90) days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall (a) The Company may not make any payment upon (including without limitation, by redemption or repurchase) or distribution to the Trustee or any Holder in respect of Obligations with respect to the Subsidiary Guarantees Senior Subordinated Notes (except in other than (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 5.01 of the Indenture) or from make any deposit pursuant to Section 5.04 of the trust described under Article 8 hereofIndenture until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash or Cash Equivalents, or in any other manner as shall be approved by the holders of such Senior Debt (such approval not to be unreasonably withheld) if if: (i) a default in the payment of the any principal of, premium, if any, or interest on other Obligations with respect to Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace period; or (ii) any other default default, other than a payment default, occurs and is continuing with respect to any Designated Senior Debt and the maturity of such Subsidiary Guarantor Designated Senior Debt is accelerated in accordance with its terms, unless in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing, or (y) such Designated Senior Debt has been paid in full in cash or Cash Equivalents, or in any other manner as shall be approved by the holders of such Designated Senior Debt (such approval not to be unreasonably withheld); provided, however, that permits the Company may make payments on (including without limitation, by redemption or repurchase) or distributions in respect of the Senior Subordinated Notes and may make deposits pursuant to Section 5.04 of the Indenture, without regard to the foregoing, if the Company and the Trustee receive written notice approving such payment from the Representative of the holders of the Designated Senior Debt as with respect to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) in case of a nonpayment default, the earlier either 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 Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until events set forth in clause (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and or (ii) all scheduled payments of principal, premium, if any, this sentence has occurred and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive daysis continuing.

Default on Designated Senior Debt. No Subsidiary Guarantor The Company shall not make any payment upon or in respect of the Subsidiary Guarantees Notes (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor or the Representative of the holders of any such Designated Senior Debt. Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing and (b) in case of a nonpayment default, the earlier of (x) the date on which such nonpayment default is cured or waived or in writing, (y) 179 days after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until accelerated or (iz) 360 days the date on which such Payment Blockage Period (as defined below) shall have elapsed since been terminated by written notice to the effectiveness Trustee from the Representative of the immediately prior holders of Designated Senior Debt initiating such Payment Blockage Notice and (ii) all scheduled Period. During any consecutive 360-day period, the aggregate number of days in which payments of principal, premium, if any, and interest due on the Notes that have come due have been paid may not be made as a result of nonpayment defaults on Designated Senior Debt (a "Payment Blockage Period") shall not exceed 179 days, and there shall be a period of at least 181 consecutive days in full each consecutive 360-day period during which no Payment Blockage Period is in casheffect. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived in writing for a period of not less than 90 consecutive daysdays (it being acknowledged that any subsequent action, or any breach of any financial covenant for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to a default pursuant to any provisions under which a default previously existed or was continuing, shall constitute a new default for this purpose).

Default on Designated Senior Debt. No Subsidiary Neither the Issuer nor the Guarantor shall may make any payment upon or distribution in respect of principal of, or premium, if any, or interest on, or other amounts payable under or in respect of the Subsidiary Guarantees Notes or the Parent Guarantee or make any deposit with respect to legal or covenant defeasance, and neither may repurchase, redeem or otherwise retire the Notes pursuant to a Change of Control or 59 otherwise (except collectively, pay the Notes), if (a) any principal, interest, premium or other amounts payable in Permitted Junior Securities respect of any Designated Senior Debt is not paid when due or from (b) any other default under any Designated Senior Debt occurs and the trust described under Article 8 hereof) if maturity of such Designated Senior Debt is accelerated in accordance with its terms, unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Debt has been paid in full; provided, however, that the Issuer or the Guarantor may pay the Notes without regard to the foregoing if the Issuer or the Guarantor and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Debt. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt, including any event that, with notice or lapse of time, or both, would become an event of default, neither the Issuer nor the Guarantor may pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Issuer or the Guarantor of written notice of such default from the Representative of the Bank Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (unless earlier terminated (i) by written notice to the Trustee and the Issuer or the Guarantor from the Representative of the Bank Debt, (ii) because no defaults under any Designated Senior Debt are continuing or (iii) because all Designated Senior Debt has been repaid in full) and at which time such Payment Blockage Notice shall no longer be deemed to exist. Notwithstanding the provisions described in the payment immediately preceding sentence, unless the holders of any Designated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, the Issuer or the Guarantor may (unless otherwise prohibited as described in the first sentence of this Section 10.03 or in Section 10.02) resume payments on the Notes after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period. If notwithstanding the provisions of the preceding paragraph, any direct or indirect payment or distribution on account of principal of, or premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with amounts payable under or in respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which Notes or the Parent Guarantee or any acquisition, repurchase, redemption, retirement or defeasance of any of the Notes shall be made at a time when such default relates to accelerate its maturity and payment or distribution is prohibited by such provisions, such payment or distribution shall be held in trust by the Trustee receives and each Holder of a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor Note, as the case may be, for the benefit of, and paid over or delivered forthwith to, the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed Debt or their Representatives for application to (a) in the case of a payment defaultcash), upon or as collateral for (in the date on which such default is cured or waived and (b) in case of a nonpayment defaultnon-cash property or securities), the earlier payment or prepayment 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 Designated all Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due Senior Debt shall have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive daysfull.

Default on Designated Senior Debt. No Subsidiary Guarantor shall ---------------------------------- make any payment upon or in respect of the Subsidiary Guarantees Securities (except in Permitted Junior Securities issued pursuant to a reorganization in which the Senior Debt of such Guarantor is not impaired or from the trust described under Article 8 hereofSections 2.09, 3.05, 8.02, 8.03 or 8.04(a)) if (i) a default any amount of principal, interest or other Obligation in the payment respect of the principal of, premium, if any, or interest on any Designated Senior Debt (including, without limitation, any amount due as a result of such Subsidiary Guarantor occurs the acceleration of the maturity thereof) is not paid when due and is continuing beyond any applicable period of grace remains unpaid (a "Payment Default") or (ii) any other default (a "Nonpayment Default") occurs and is continuing with respect to any Designated Senior Debt of such Subsidiary Guarantor that permits holders of the such Designated Senior Debt as to which such default relates or any agent or trustee thereof to accelerate its maturity and and, in the case of any such Nonpayment Default, the Trustee receives a notice of such default invoking the following provisions of this Section 12.03 (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any Designated Senior DebtDebt or any agent or trustee thereof. However, the Guarantors may pay the Securities 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 affected by such Payment Default or Nonpayment Default. Payments on the Subsidiary Guarantees Securities may and shall be resumed (a) in the case of a payment defaultPayment Default, upon the date on which such default is all Payment Defaults have been cured or waived waived, unless a Payment Blockage Notice has been delivered commencing a payment blockage period in respect of a Nonpayment Default, and (b) in case of a nonpayment defaultNonpayment Default, the earlier of (i) the date on which such nonpayment default is all Payment Defaults and Nonpayment Defaults have been cured or waived or (ii) the date 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor a Payment Default has been acceleratedoccurred and is continuing. No new period of payment blockage may be commenced in respect of a Nonpayment Default unless and until (i) 360 180 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default Nonpayment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days; provided that if such Nonpayment Default arose from the failure to comply with a financial covenant and if the condition or performance measured by such financial covenant has declined further from such condition or performance as reflected in the most recent financial statements available on the date of delivery of the original Payment Blockage Notice to the Trustee, such Nonpayment Default may be, or be made, the basis for a subsequent Payment Blockage Notice. Whenever a Guarantor is prohibited from making any payment in respect of the Securities, the Guarantor also shall be prohibited from making, directly or indirectly, any deposit in the trust described under Section 8.02, 8.03 and 8.04(a) and any payment of any kind on account of the redemption, purchase or other acquisition of the Securities except for payments 66 from the trust described under Section 2.09, 3.05, 8.02, 8.03 and 8.04(a). If any Holder receives any payment or distribution that such Holder is not entitled to receive with respect to the Securities, such Holder shall be required to pay the same over to the holders of Senior Debt.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company also may not make any payment of principal, premium, interest and Liquidated Damages, if any, on the Notes upon or in respect of the Subsidiary Guarantees Notes whether on account of principal, interest, premiums, Liquidated Damages or otherwise (except other than as set forth in Permitted Junior Securities or from the trust described under Article 8 Section 12.2(b) hereof) if if: (i) a default in the payment of the principal ofprincipal, premium, if any, or interest on any Designated Senior Debt of such Subsidiary Guarantor Indebtedness occurs and is continuing beyond any applicable period of grace grace; or (ii) any other default occurs and is continuing with respect to Designated Senior Debt Indebtedness or would occur as a consequence of such Subsidiary Guarantor payment that permits holders of the Designated Senior Debt Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any such Designated Senior DebtIndebtedness. Payments on the Subsidiary Guarantees The Company may and shall be resumed resume payment on the Notes: (a1) in the case of a payment default, upon the date on which such default Default is cured or waived or otherwise has ceased to exist, and (b2) in the case of a nonpayment non-payment default, the earlier of the date on which such nonpayment default other Default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received, unless unless, in the case of either clause (1) or (2), the maturity of any Designated Senior Debt of such Subsidiary Guarantor Indebtedness has been accelerated, and such acceleration remains in full force and effect. No new period of payment blockage may be commenced unless and until (i) within 360 days have elapsed since after the effectiveness receipt by the Trustee of the immediately any prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice Notice. Following the expiration of any period during which the Company is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company will be obligated to resume making any and all required payments in respect of the Notes, including without limitation any missed payments, unless the maturity of any Designated Senior Indebtedness has been accelerated, and such acceleration remains in full force and effect. The Company shall give prompt written notice to the Trustee of any default shall in the payment of any Senior Indebtedness or any acceleration under any Senior Indebtedness or under any agreement pursuant to which Senior Indebtedness may have been cured issued. Failure to give such notice shall not affect the subordination of the Notes to the Senior Indebtedness or waived for a period the application of not less than 90 consecutive daysthe other provisions provided in this Article XII.

Default on Designated Senior Debt. No Subsidiary Guarantor shall make (a) In the event of and during the continuation of any payment upon or in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, interest or premium, if any, on any Senior Debt, or interest any Obligation owing from time to time under or in respect of Senior Debt, or if any event of default (other than a payment default) with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, or (b) if any event of default other than as described in clause (a) above with respect to any Designated Senior Debt shall have occurred and be continuing permitting the holders of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of (or their Representative or Representatives) to declare such Subsidiary Guarantor that permits holders of the Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable, then no payment shall be made by or on behalf of the Issuer on account of the Notes (other than payments in the form of Subsequent Reorganization Securities) (x) in case of any payment or nonpayment default specified in (a), unless and until such default shall have been cured or waived in writing in accordance with the instruments governing such Senior Debt or such acceleration shall have been rescinded or annulled, or (y) in case of any nonpayment event of default specified in (b), during the period (a "Payment Blockage Period") commencing on the date the Issuer and the Subsidiary Guarantors or the Trustee receive written notice of such event of default (which notice shall be binding on the Trustee and the Holders as to the occurrence of such a payment default or nonpayment event of default) from the Credit Agent (or other holders of Designated Senior Debt or their Representative or Representatives) and ending on the earliest of (A) 179 days after such date, (B) the date, if any, on which such Designated Senior Debt to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor is paid in full or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing in accordance with the instruments governing such Designated Senior Debt by the holders of such Designated Senior Debt and (bC) 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 Trustee receives written notice from the maturity Credit Agent (or other holders of any Designated Senior Debt or their Representative or Representatives), as the case may be, terminating the Payment Blockage Period. During any consecutive 360-day period, the aggregate of such Subsidiary Guarantor has been acceleratedall Payment Blockage Periods shall not exceed 179 days and there shall be a period of at least 181 consecutive days in each consecutive 360-day period when no Payment Blockage Period is in effect. No new period event of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing with respect to the Senior Debt to which notice commencing a Payment Blockage Period was given on the date of delivery of any such Payment Blockage Notice to the Trustee Period commenced shall be, or be mademade the basis for, the basis for a commencement of any subsequent Payment Blockage Notice Period unless such event of default shall have been is cured or waived for a period of not less than 90 consecutive days; provided that an event of default for failure to comply with a financial or performance covenant for an accounting period shall be deemed a different event of default than the failure to comply with such covenant in a prior accounting period.

Default on Designated Senior Debt. No Neither the Company nor any Subsidiary Guarantor shall make any payment or any distribution of any kind upon or in respect of the Subsidiary Guarantees Senior Subordinated Notes or any other Obligation in connection with the Senior Subordinated Notes, including, without limitation, for the acquisition or defeasance of any of the Senior Subordinated Notes (except in Permitted Junior Securities or from the trust described under pursuant to Article 8 hereofhereof provided that such payments are made in accordance with the provisions described therein) if (i) a default in the payment payment, whether at stated maturity, by acceleration, by declaration or otherwise, of the principal of, premium, if any, or interest on on, unpaid drawings for letters of credit issued in respect of, or any regularly accruing fees with respect to, any Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace (a "payment default") or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and (a "nonpayment default") and, with respect to nonpayment defaults, the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees Senior Subordinated Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage based on a nonpayment default may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes date that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.the

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company also may not make any payment upon or in respect of the Subsidiary Guarantees Securities (except in Permitted Junior Securities such subordinated securities as described in Section 9.02(b) or from the trust described under Article 8 hereofestablished pursuant to Section 11.04) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage NoticePAYMENT BLOCKAGE NOTICE") from such Subsidiary Guarantor the Company or the holders any Representative of any Designated Senior Debt. Payments on the Subsidiary Guarantees Securities may and will be resumed and all past due amounts on the Securities shall be resumed paid (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) in case of a nonpayment default, upon the earlier of (1) the date on which such nonpayment default is cured or waived or (2) 179 days after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of any Designated Senior Debt has been accelerated and the Company has defaulted with respect to the payment of such Subsidiary Guarantor has been acceleratedDesignated Senior Debt. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee was given shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive daysNotice.

Default on Designated Senior Debt. No Acquired Subsidiary Guarantor shall may make any payment upon pursuant to any of its Obligations or in respect of the Subsidiary Guarantees (except in Permitted Junior repurchase, redeem or otherwise retire or defease any Securities or from the trust described under Article 8 hereofother Obligations (collectively, "make an Acquired 67 62 Subsidiary Guarantor payment") if (ia) a default in the payment of the principal ofany principal, premium, if any, premium or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with in respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as is not paid when due (including at maturity) or (b) any other default on the Designated Senior Debt occurs and the maturity of the Designated Senior Debt is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) the Designated Senior Debt has been paid in full in cash; PROVIDED, HOWEVER, that any Acquired Subsidiary Guarantor may make an Acquired Subsidiary Guarantor payment without regard to which the foregoing if such default relates to accelerate its maturity Acquired Subsidiary Guarantor and the Trustee receives receive written notice approving such payment from the Representative of the Designated Senior Debt. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, no Acquired Subsidiary Guarantor may make an Acquired Subsidiary Guarantor payment for a period (a "Payment Blockage Period") commending upon the receipt by such Acquired Subsidiary Guarantor and the Trustee of written notice of such default from the Representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or ending 179 days after the date on which the applicable thereafter (unless such Payment Blockage Notice is receivedearlier terminated (a) by written notice to the Trustee and such Acquired Subsidiary Guarantor from the Representative that gave such Payment Blockage Notice, unless the maturity of any (b) because such default is no longer continuing or (c) because such Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid repaid in full in cash). No nonpayment default that existed Unless the holders of such Designated Senior Debt or was continuing on the date Representative of delivery such holders have accelerated the maturity of any such Designated Senior Debt and not rescinded such acceleration, Acquired Subsidiary Guarantors may (unless otherwise prohibited as described in the first sentence of this paragraph) resume making Acquired Subsidiary Guarantor payments after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice to may be given in any consecutive 360-day period, irrespective of the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless number of defaults during such default shall have been cured or waived for a period of not less than 90 consecutive daysperiod.

Default on Designated Senior Debt. No Subsidiary Guarantor shall make (a) If any payment upon or in respect of the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond in the payment when due, whether at maturity, upon any applicable period redemption, by declaration or otherwise, of grace any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or (ii) regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes or to ac- quire 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 Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from such Subsidiary Guarantor or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall be resumed (a) , as such event of default is defined in the case instrument creating or evidencing such Designated Senior Debt, permitting the holders of a payment default, upon such Designated Senior Debt then outstanding to accelerate the date on which such default is cured or waived maturity thereof and (b) in case if the Representative for the respective issue of a nonpayment default, the earlier Designated Senior Debt gives notice of the date on which such nonpayment event of default is to the Trustee (a "DEFAULT NOTICE"), then, unless and until all events of default have been cured or waived or 179 have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the date delivery of such Default Notice (the "BLOCKAGE PERIOD"), neither the Company nor any other Person on which the applicable Payment Blockage Notice is received, unless the maturity its behalf shall (x) make any payment of any Designated Senior Debt kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything to the contrary in the immediately preceding sentence, 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 Subsidiary Guarantor has been accelerated. No new period of payment blockage Blockage Period may be commenced unless and until (i) within any 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashconsecutive days. No nonpayment event of default that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for commencement of a subsequent Payment second Blockage Notice Period by the Representative of such Designated 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 daysdays (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).

Default on Designated Senior Debt. No Subsidiary Guarantor (a) The Company shall not make any payment upon (by setoff or otherwise) in respect of the Subsidiary Guarantees Notes (except in Permitted Junior Securities or from the trust described under created pursuant to Section 8.04 or Article 8 13 hereof) if (i) a default in the payment of the principal of, or premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable grace period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of such Subsidiary Guarantor that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity maturity, and the Trustee receives a notice of such default (a "“Payment Blockage Notice"”) from such Subsidiary Guarantor or the holders of any Designated Senior DebtDebt or any agent or trustee for such holders. Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 a payment default has occurred and is continuing (as a result of the maturity of any Designated Senior Debt of such Subsidiary Guarantor has having been accelerated). No new period of payment blockage (other than for a payment default) may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company also may not make any payment (whether by redemption, purchase, retirement, defeasance or otherwise) upon or in respect of the Subsidiary Guarantees Notes (except in Permitted Junior Securities or from the trust described under in Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace ("payment default") or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that permits, or with the giving of such Subsidiary Guarantor that permits notice or passage of time or both (unless cured or waived) will permit, holders of the Designated Senior Debt as to which such default relates to accelerate its maturity ("NON-PAYMENT DEFAULT") and (solely with respect to this clause (ii) ) the Trustee receives a notice of such default (a "Payment Blockage NoticePAYMENT BLOCKAGE NOTICE") from such Subsidiary Guarantor the Company or the holders of any Designated Senior Debt. Payments Cash payments on the Subsidiary Guarantees may and Notes shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) 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 Designated Senior Debt of such Subsidiary Guarantor has been acceleratedaccelerated or a default of the type described in paragraphs (g) or (h) of Section 6.1 hereof has occurred and is continuing. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness date of commencement of the payment blockage period resulting from the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, and interest on the Notes that have come due have been paid in full in cashNotice. No nonpayment default in respect of Designated Senior Debt that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not no less than 90 consecutive days.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company and the Guarantors also may not make any payment upon or in respect of the Notes or the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under created pursuant to Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that currently, or with the passage of such Subsidiary Guarantor that time or giving of notice, permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and and, in the case of any such default described in this clause (ii), the Trustee receives a notice of such default of the type referred to in this clause (ii) (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing by the holders of the applicable Senior Debt and (b) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived in writing by the holders of Designated Senior Debt or 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived by the Trustee, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced under clause (ii) above unless and until (i) 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principalprincipal of, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or and was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived in writing or cured or waived for a period of not less than 90 consecutive days. In the event that the Company or any Guarantor makes any payment to the Trustee or any Holder of any Note prohibited by the foregoing, such payment will be required to be held in trust for and paid over to the holders of Senior Debt (or the representative thereof). The Trustee and the Holders of the Notes will not challenge or contest the enforceability or validity of the New Credit Facility or any obligation, Lien or encumbrance thereunder.

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company and the Guarantors also may not make any payment upon or in respect of the Notes or the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under created pursuant to Article 8 hereof) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is 77 continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that currently, or with the passage of such Subsidiary Guarantor that time or giving of notice, permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and and, in the case of any such default described in this clause (ii), the Trustee receives a notice of such default of the type referred to in this clause (ii) (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing by the holders of the applicable Senior Debt and (b) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived in writing by the holders of Designated Senior Debt or 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived by the Trustee, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced under clause (ii) above unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principalprincipal of, premium, if any, and interest on the Notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived in writing or cured or waived for a period of not less than 90 consecutive 180 days. In the event that the Company or any Guarantor makes any payment to the Trustee or any Holder of any Note prohibited by the foregoing, such payment will be required to be held in trust for and paid over to the holders of Senior Debt (or the representatives thereof).

Default on Designated Senior Debt. No Subsidiary Guarantor shall The Company also may not make any payment upon or in respect of the Subsidiary Guarantees Note (except in Permitted Junior Securities or from the trust described under Article 8 hereofSecurities) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt of such Subsidiary Guarantor occurs and is continuing beyond any applicable period of grace or (ii) any other default occurs and is continuing with respect to Designated Senior Debt that currently, or with the passage of such Subsidiary Guarantor that time or giving of notice, permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and and, in the Trustee case of any such default described in this clause (ii), the holder of the Note receives a notice of such default of the type referred to in this clause (ii) (a "Payment Blockage Notice") from such Subsidiary Guarantor the Company or the holders of any Designated Senior Debt. Payments on the Subsidiary Guarantees Note may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived in writing by the holders of the applicable Senior Debt and (b) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived in writing by the holders of Designated Senior Debt or 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived by the holder of the Note, unless the maturity of any Designated Senior Debt of such Subsidiary Guarantor has been accelerated. No new period of payment blockage may be commenced under clause (ii) above unless and until (i) 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principalprincipal of, premium, if any, and interest on the Notes Note that have come due have been paid in full in cash. No nonpayment default that existed or and was continuing on the date of delivery of any Payment Blockage Notice to the Trustee holder of the Note shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived in writing or cured or waived for a period of not less than 90 consecutive days. In the event that the Company makes any payment to any holder of the Note prohibited by the foregoing, such payment will be required to be held in trust for and paid over to the holders of Senior Debt (or the representative thereof). The holder of the Note will not challenge or contest the enforceability or validity of the New Credit Facility or any obligation, Lien (as defined in the Indenture) or encumbrance thereunder.