Common use of Default on Designated Senior Indebtedness Clause in Contracts

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that the Company may pay the Securities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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may Issuer shall not pay the principal of, premium (premium, if any) , or interest on the Securities (or pay any other Obligations relating to the Securities, including fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Section 8.01 Article 8 hereof and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities (collectively, “pay the Securities”) (except that Holders of the Securities may receive and retain (x) Permitted Junior SecuritiesSecurities and (y) payments or deposits made pursuant to Article 8), if either of the following occurs (collectively, "pay the Securities") if a “Payment Default”): (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or or (bii) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms terms, unless, in either case, (i) the default Payment Default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalentscash; provided, however, that the Company may Issuer shall be entitled to pay the Securities without regard to the foregoing if the Company Issuer and the Trustee receive written notice approving such payment from the Representative Representatives of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence Payment Default has occurred and is continuing. During the continuance of any default (other than a default described in clause Payment Default) (a) or (b) of the preceding sentencea “Non-Payment Default”) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may Issuer shall not pay the Securities (except in the form of Permitted Junior Securities) for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the CompanyIssuer) of written notice (a "“Blockage Notice"”) of such default Non-Payment Default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or thereafter, unless earlier terminated as provided below. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company Issuer from the Person or Persons who gave such Blockage Notice, ; (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing); or (iii) because such Designated Senior Indebtedness have been repaid in full in cash. Notwithstanding the provisions described in the immediately preceding sentence paragraph (but subject to the provisions contained in the first sentence paragraph of this Section 12.03 and in Section 10.02(b)12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such holders Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness or a Payment Default exists, the Company may Issuer shall be permitted to resume payments on paying the Securities after the end of such Payment Blockage Period, Period (including any missed payments). Not The Securities shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of defaults with respect to the Designated Senior Indebtedness during such period; provided. However, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may shall the total number of days during which any Payment Blockage Period or Periods on the Securities is in effect exceed 179 days in the aggregate during any 360 consecutive 360-day period. For purposes of this Section 10.03Notwithstanding the foregoing, however, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, Indebtedness whether or not within a period of 360 consecutive days, days unless such default or 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 during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions of the Designated Senior Indebtedness under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities Note Amounts or make any deposit pursuant to Section 8.01 10.01, and may not otherwise purchase, repurchase, redeem redeem, retire, defease or otherwise retire acquire for value any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if Notes if: (a) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of the Company is not paid when due, whether at the due date of any such payment or by declaration of acceleration, prepayment, call for redemption or otherwise; or (b) any other default (beyond any applicable period of grace) on such Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessterms; until, in either case, the earliest to occur, (i) the default has been cured or waived and any such acceleration has been rescinded or rescinded; or (ii) such Designated Senior Indebtedness has been paid Paid in full in cash or Cash EquivalentsFull; provided, however, that the Company may pay the Securities Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence above has occurred and is continuing. . (c) 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 Indebtedness of the Company either (x) which is a default under Section 7.01(f) or 7.01(p)(i)(y) of the Credit Agreement or (y) pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay any of the Securities Note Amounts or make any deposit pursuant to Section 10.1 for a period (a "Payment “Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "“Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because by Payment in Full of such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)8.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities Notes after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtednessholders of Senior Indebtedness under the Credit Agreement, the Representative of under the Bank Indebtedness Credit Agreement may give one additional another Blockage Notice within such period; provided and, provided, further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360 consecutive day period. For purposes of this Section 10.038.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days. Notwithstanding the foregoing, unless the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such default or event payment from the Representative of default shall have been cured or waived for a period the Designated Senior Indebtedness with respect to which either of not less than 90 consecutive daysthe events set forth in this clause (c) has occurred and is continuing.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on on, the Securities or make any deposit pursuant to the provisions described under Section 8.01 and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior SecuritiesSecurities and (b) payments made from the trust described under Article 8) (collectively, "“pay the Securities"”) if if: (a1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of the Company is not paid when due, or or (b2) any other default on such Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness of the Company is accelerated in accordance with its terms 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 Indebtedness has been paid in full in cash or Cash Equivalentscash; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a1) or (b2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a1) or (b2) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "“Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, ; (ii) because such Designated Senior Indebtedness has been repaid by repayment in full in cash or Cash Equivalents of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and in Section 10.02(b)10.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness or a payment default exists, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided. In no event, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysdays (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness 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 Indebtedness. The Company may Guarantor shall not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment pursuant to Section 8.01 its Guarantee (or pay any other Obligations relating to its Guarantee, including fees, costs, expenses, indemnities and rescission or damage claims) and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities (collectively, “pay its Guarantee”) (except that Holders of the Securities may receive and retain (x) Permitted Junior SecuritiesSecurities and (y) payments or deposits made pursuant to Article 8), if either of the following occurs (collectively, "pay the Securities") if a “Guarantor Payment Default”): (a1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company guaranteed by such Guarantor occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness guaranteed by such Guarantor is not paid when due, or or (b2) any other default on such Designated Senior Indebtedness guaranteed by such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms terms, unless, in either case, (i) the default Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has have been paid in full in cash or Cash Equivalentscash; provided, however, that the Company may such Guarantor shall be entitled to pay the Securities its Guarantee without regard to the foregoing if the Company such Guarantor and the Trustee receive written notice approving such payment from the Representative Representatives of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence Guarantor Payment Default has occurred and is continuing. During the continuance of any default (other than a default described in clause Guarantor Payment Default) (a) or (b) of the preceding sentencea “Guarantor Non-Payment Default”) with respect to any Designated Senior Indebtedness of the Company guaranteed by Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may such Guarantor shall not pay its Guarantee (except in the Securities form of Permitted Junior Securities) for a period (a "“Guarantee Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the CompanyIssuer) of written notice (a "“Guarantee Blockage Notice"”) of such default Guarantor Non-Payment Default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter (or unless earlier terminated as provided below. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee Trustee, the relevant Guarantor and the Company Issuer from the Person or Persons who gave such Guarantee Blockage Notice, ; (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing); or (iii) because such Designated Senior Indebtedness have been repaid in full in cash. Notwithstanding the provisions described in the immediately preceding sentence paragraph (but subject to the provisions contained in the first sentence paragraph of this Section 13.03 and in Section 10.02(b)12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such holders Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness or a Guarantor Payment Default exists, the Company may relevant Guarantor shall be permitted to resume payments on the Securities paying its Guarantee after the end of such Guarantee Payment Blockage Period, including any missed payments. Not Each Guarantor shall not be subject to more than one Guarantee Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by the relevant Guarantee during such period; provided. However, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantor is in effect exceed 179 days in the aggregate during any 360 consecutive 360-day period. For purposes of this Section 10.03Notwithstanding the foregoing, however, no default or event of default that existed or was continuing on the date of the commencement delivery of any Payment Guarantee Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Guarantee Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or 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 during the period after the date of delivery of a Guarantee Blockage Notice, that, in either case, would give rise to a Guarantor Non-Payment Default pursuant to any provisions of the Designated Senior Indebtedness under which a Guarantor Non-Payment Default previously existed or was continuing shall constitute a new Guarantor Non-Payment Default for this purpose).

Default on Designated Senior Indebtedness. The Company may Holdings shall not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant payment or distribution to Section 8.01 the Trustee or any Holder of Exchange Debentures upon or in respect of Obligations with respect to the Exchange Debentures and may not otherwise repurchaseacquire from the Trustee or any Holder of Exchange Debentures any Exchange Debentures for cash or property (other than securities that are subordinated, redeem or otherwise retire at least to the same extent as the Exchange Debentures, to (A) Senior Indebtedness and (B) any Securities (except that Holders may receive securities issued in exchange for Senior Indebtedness) until all principal and retain Permitted Junior Securities) (collectively, "pay other Obligations with respect to the Securities") if Senior Indebtedness have been paid in full if: (a) a default in the payment of the principal ofany principal, premium, if any, interest or interest on other Obligations with respect to any Designated Senior Indebtedness of the Company Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or any other amount owing in respect of any document governing such Designated Senior Indebtedness is not paid when dueDebt (whether upon maturity, as a result of acceleration or otherwise); or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) continuing with respect to any Designated Senior Indebtedness Debt that permits holders of such Designated Senior Debt to accelerate its maturity, and Holdings and the Company pursuant to which the maturity thereof may be accelerated immediately without further Trustee receive a notice (except of such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period default (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative holders, or from the trustee, agent or other representative (the "Representative") of the holders holders, of any such Designated Senior Indebtedness specifying an election to effect Debt. If the Trustee receives any such notice, a Payment Blockage Period and ending 179 subsequent notice received within 360 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may not be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For effective for purposes of this Section 10.03, no default or event of 10.3. No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive 180 days. Holdings may and shall resume payments on and distributions in respect of the Exchange Debentures and may acquire them upon the earlier of: (i) the date upon which the default is cured or waived, or (ii) in the case of a default referred to in clause (b) of this Section 10.03. 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, if this Article 10 otherwise permits such payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Indebtedness. (i) The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities payment in respect of the Notes (except that Holders may receive and retain in Permitted Junior Securities): (1) (collectively, "pay In the Securities") if (a) a event any default in the payment of the principal of, interest or premium, if any, or interest on any Designated Senior Indebtedness shall have occurred and be continuing beyond any applicable period of the Company occurs and is continuing or grace (a "Payment Event of Default"); or (2) If any event of default other amount owing than as described in clause (1) above with respect of to any such Designated Senior Indebtedness is not paid when due, or (ba "Non-payment Event of Default") any other default on such Designated Senior Indebtedness occurs shall have occurred and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 be continuing permitting the holders of such Designated Senior Indebtedness to declare such Designated Senior Debt due and payable prior to the date on which it would otherwise have become due and payable and the Holders receive a notice of such default (a "Payment Blockage Notice") from (A) with respect to which either of the events set forth in clause (a) Designated Senior Indebtedness arising under the Credit Agreement, the Agent Bank or (b) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentenceB) with respect to any other Designated Senior Indebtedness of Indebtedness, the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) holders or the expiration Representatives of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, Indebtedness; (ii) because Payments on the Notes may and shall be resumed (1) in the case of a Payment Event of Default, upon the date on which such default is cured or waived and (2) in case of a Non-payment Event of Default, the earlier of the date on which such Non-payment Event of 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 Indebtedness has been repaid accelerated. (iii) No new period of payment blockage may be commenced by a Payment Blockage Notice unless and until (i) 360 days have elapsed since the first day of 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 or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing)cash. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence No Non-payment Event of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default Default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysNotice, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. (a) The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (x) Permitted Junior Securities and (y) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 8.02 hereof) until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities other Obligations with respect to the Senior Indebtedness have been paid in full if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the any principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults Obligations with respect to Designated Senior Indebtedness during occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such periodDesignated Senior Indebtedness; providedor (ii) a default, howeverother than a payment default, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative occurs and is continuing that then permits holders of the Bank Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Person who may give one additional it pursuant to Section 10.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For shall be effective for purposes of this Section 10.03, no default or event unless and until at least 360 days shall have elapsed since the date of receipt by the Trustee of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Representative Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provision under which a default previously existed or was continuing shall constitute a new default for this purpose). (b) The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) the date upon which the default is cured or waived, or (ii) in the case of a default referred to in Section 10.03(a)(ii) hereof, 179 days pass after the applicable Payment Blockage Notice is received by the Company if the maturity of such Designated Senior IndebtednessIndebtedness has not been accelerated (or, whether if such Designated Senior Indebtedness has been accelerated, such Designated Senior Indebtedness has not been paid in full in cash or not within a period Marketable Securities) and if this Article otherwise permits the payment, distribution or acquisition at the time of 360 consecutive days, unless such default payment or event of default shall have been cured or waived for a period of not less than 90 consecutive daysacquisition.

Default on Designated Senior Indebtedness. The Company may not pay make any payment or distribution to the principal of, premium Trustee or any Holder upon or in respect of the Subordinated Note Obligations (if any) or interest on the except in Permitted Junior Securities or make any deposit pursuant from the trust described in Section 8.04 hereof) until all principal and other obligations with respect to Section 8.01 and may not otherwise repurchaseSenior Indebtedness have been paid in full in cash or cash equivalents, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if if: (a) a default in the payment of the principal (including reimbursement obligations in respect of letters of credit) of, premium, if any, or interest on any or commitment, letter of credit or administrative fees relating to, Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable period of grace in the agreement, indenture or any other amount owing in respect of any document governing such Designated Senior Indebtedness is not paid when due, or Indebtedness; or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which that default relates to accelerate its maturity and the Bank IndebtednessTrustee receives a notice of such default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior Indebtedness (or their Representative). Payments on the Notes may and shall be resumed (a) in the case of a payment default, upon the date on which that default is cured or waived; and (b) in case of a nonpayment default, the Representative earlier of the Bank Indebtedness may give one additional date on which that nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice within such period; provided furtheris received, however, that in no event unless the maturity of any Designated Senior Indebtedness has been accelerated. No new period of payment blockage may be commenced unless and until 360 days have elapsed since the total number effectiveness of days during which any the immediately prior Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodNotice. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of that default shall have been waived or cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a If any default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Indebtedness, no payment of any kind or character shall be made by or on behalf of the Company or any other amount owing 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 any Designated Senior Indebtedness, as such event of default is defined in respect of any the instrument creating or evidencing such Designated Senior Indebtedness is not paid when dueIndebtedness, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 permitting the holders of such Designated Senior Indebtedness with respect then outstanding to which either accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Indebtedness gives notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events set forth in clause of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Indebtedness terminating the Blockage Period (aas defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) or (b) of this sentence has occurred and is continuing. During the continuance make any payment of any default (other than a default described in clause (a) kind or (b) of the preceding sentence) character with respect to any Designated Senior Indebtedness Obligations on the Notes or (y) acquire any of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) Notes for cash or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy property or otherwise. Notwithstanding anything herein to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Noticecontrary, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment will a Blockage Period or Periods is in effect exceed 179 extend beyond 180 days in from the aggregate during date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive day perioddays. For purposes of this Section 10.03, no default or No event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the for commencement of a subsequent Payment second Blockage Period by the Representative of such Designated Senior Indebtedness, Indebtedness whether or not within a period of 360 consecutive days, unless such default or 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). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 10.03(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Indebtedness. Nothing contained in this Article 10 shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes.

Default on Designated Senior Indebtedness. The Company Issuers may not pay the principal of, premium (if any) or interest on on, the Securities or make any deposit pursuant to the provisions described under Section 8.01 and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior SecuritiesSecurities and (b) payments made from the trust described under Article 8) (collectively, "“pay the Securities"”) if if: (a1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company such Issuer occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of the Company is not paid when due, or or (b2) any other default on such Designated Senior Indebtedness of such Issuer occurs and the maturity of such Designated Senior Indebtedness of such Issuer is accelerated in accordance with its terms 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 Indebtedness has been paid in full in cash or Cash Equivalentscash; provided, however, that the Company Issuers 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a1) or (b2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a1) or (b2) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company Issuers pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "“Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, ; (ii) because such Designated Senior Indebtedness has been repaid by repayment in full in cash or Cash Equivalents of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and in Section 10.02(b)10.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness or a payment default exists, the Company Issuers may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided. In no event, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysdays (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness 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 Indebtedness. (a) The Company may not pay the principal of, premium (if any) or interest on, the Notes or any other payment on or relating to the Securities Notes or under this Indenture, or make any deposit pursuant to Section 8.01 and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities Notes (except that Holders may receive and retain (a) Permitted Junior SecuritiesSecurities and (b) payments made from the trust described in Section 8.01 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating this Article 10 or any other material agreement binding on the Company, including the Credit Agreement) (collectively, "“pay the Securities"Notes”) if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (bii) any other default on such any Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; providedcash. However, however, that the Company may pay the Securities Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each series of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this the immediately preceding sentence has occurred and is continuing. During In addition to the foregoing, during the continuance of any default (other than a default described in clause (ai) or (bii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated (x) immediately without further notice (except such notice as may be required to effect such acceleration) or (y) upon the expiration of any applicable grace periods, the Company may not pay the Securities Notes for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "“Blockage Notice"”) of such default from the Representative of the holders of such defaulted Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending on the earliest to occur of the following events: (1) 179 days thereafter shall have elapsed since the receipt of such Blockage Notice; (or earlier if 2) such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, ; (ii3) because such Designated Senior Indebtedness has been repaid the repayment in full in cash or Cash Equivalents of such defaulted Designated Senior Indebtedness; or (iii4) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and in Section 10.02(b)10.02), unless the holders of such defaulted Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities Notes, after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in In no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03provision, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. (b) After the occurrence of an Event of Default, the Company or the Trustee shall promptly notify the holders of each series of the Designated Senior Indebtedness (or their respective Representative) of such occurrence. If any Designated Senior Indebtedness is outstanding, the Company may not make any payments then due on the Notes until five Business Days after the holders or the Representative of such Designated Senior Indebtedness receives notice of such occurrence and, thereafter, may pay the Notes only if the provisions of this Article 10 otherwise permit payment at that time.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant payment of any kind or character upon or in respect of the Notes (other than in (i) securities that are subordinated to Section 8.01 the same extent as the Notes to Senior Indebtedness and may not otherwise repurchase, redeem or otherwise retire any Securities securities issued in exchange for Senior Indebtedness and (except that Holders may receive ii) payments made from the trusts described in Sections 8.4 and retain Permitted Junior Securities8.5 hereof) if: (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 continuing; or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred any other default occurs and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which such default relates to accelerate its maturity and the Bank Trustee receives a notice of such default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed: (a) in the case of default referred to in Section 10.3(i), upon the Representative date on which such default is cured or waived, and (b) in case of a default referred to in Section 10.3(ii), upon the Bank Indebtedness may give one additional earlier of (i) the date on which such default is cured or waived or (ii) 179 days after the date on which the applicable Payment Blockage Notice within is received by the Trustee (unless the maturity of any Designated Senior Indebtedness has been accelerated or unless the provisions of this Article 10 otherwise do not permit such period; provided further, however, that in payment). In no event may the total number shall more than one period of days during which any Payment Blockage Period or Periods is payment blockage be made in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of receipt by the commencement Trustee of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period Notice shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by Notice. Following the Representative expiration of such Designated Senior Indebtednessany period during which the Company is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, whether or not within a period the Company will be obligated to resume making any and all required payments in respect of 360 consecutive daysthe Notes, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysincluding without limitation any missed payments.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in The Company and the Subsidiary Guarantors may not make any payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, Subordinated Obligations (except in (A) Permitted Junior Securities or (bB) from the trust described in Article 8 hereof) nor may any other amounts be set aside or deposited pursuant to Article 8 if: (i) a payment default on such Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period; or (ii) any other default occurs and is continuing on any series of Designated Senior Indebtedness that permits holders of that series of Designated Senior Indebtedness to accelerate its maturity and the maturity Trustee receives a notice of such default (a "Payment Blockage Notice") from the trustee or other representative for the holders of any Designated Senior Indebtedness, or the holders of at least a majority of the outstanding principal amount of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessIndebtedness. No new Payment Blockage Notice may be delivered unless and until: (A) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and (B) all scheduled payments of principal, in either case, (i) interest and premium on the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has Notes that have come due have been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingcash. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by Notice. (b) Payments on the Representative Notes and the Subsidiary Guarantees may and shall be resumed: (i) in the case of such Designated Senior Indebtednessa payment default, whether or not within a period of 360 consecutive days, unless upon the date on which such default is cured or event waived; and (ii) in case of a nonpayment default, the earlier of the date on which such nonpayment default shall have been is cured or waived for a period of not less than 90 consecutive daysor 179 days after the date on which the applicable Payment Blockage Notice is received.

Default on Designated Senior Indebtedness. The (a) Neither the Company nor any Guarantor may make any payment or distribution of any assets or securities to the Trustee or any Holder in respect of the Notes or any applicable Guarantee in respect thereof and may not pay acquire, redeem or purchase from the principal of, premium Trustee or any Holder any Notes for cash or property (if anyother than (A) or interest on the Permitted Junior Securities or make and (B) payments and other distributions made from any deposit defeasance trust created pursuant to Section 8.01 8.06 of the Base Indenture so long as, on the date or dates the respective amounts were paid into trust, such payments were made without violating the provisions set forth in this Article Eight) until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities other Obligations with respect to the Designated Senior Indebtedness have been paid in full in cash if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the any principal of, or premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any fees or other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults Obligations with respect to Designated Senior Indebtedness during such periodoccurs and is continuing (a "payment default"); providedor (ii) any other default, howeverother than a payment default (a "nonpayment default"), that if on any Blockage Notice within such 360-day period is given by or on behalf of any holders series of Designated Senior Indebtedness other than occurs and is continuing that permits holders of that series of Designated Senior Indebtedness to accelerate its maturity and the Bank Indebtedness, the Representative Trustee receives a notice in writing of the Bank default (a "Payment Blockage Notice") from the holders of any Designated Senior Indebtedness may give one additional or their Representative. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For shall be effective for purposes of this Section 10.03, no default or event unless and until at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days. (b) The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them: (i) in the case of a payment default, upon the date which the default is cured or waived in writing by the holders of Designated Senior Indebtedness or a representative on their behalf, or (ii) in the case of a nonpayment default, the earlier of: (A) the date on which such nonpayment default is cured or waived in writing by holders of Designated Senior Indebtedness or a representative on their behalf, (B) 179 days after the applicable Payment Blockage Notice is received by the Trustee, or (C) the date on which the trustee receives notice in writing from or on behalf of the holders of Designated Senior Indebtedness to terminate the applicable Payment Blockage Notice, unless in any case, the maturity of any such Designated Senior Indebtedness has been accelerated, if this Article Eight otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition.

Default on Designated Senior Indebtedness. The Company Issuer may not pay make any payment or distribution to the principal of, premium Trustee or any Holder upon or in respect of the Subordinated Note Obligations (if any) or interest on the except in Permitted Junior Securities or make any deposit pursuant from the trust described in Section 8.04 hereof) until all principal and other obligations with respect to Section 8.01 and may not otherwise repurchaseSenior Indebtedness have been paid in full in cash or cash equivalents, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if if (a) a default in the payment of the principal (including reimbursement obligations in respect of letters of credit) of, premium, if any, or interest on any or commitment fees relating to, Designated Senior Indebtedness of the Company occurs and is continuing or beyond any other amount owing in respect applicable period of any such Designated Senior Indebtedness is not paid when duegrace, or or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which such default relates to accelerate its maturity and the Bank Trustee receives a notice of such default (a "PAYMENT BLOCKAGE NOTICE") from the Issuer or the holders of any Designated Senior Indebtedness. Payments on the 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 Representative earlier of the Bank Indebtedness may give one additional date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice within such period; provided furtheris received, however, that in no event unless the maturity of any Designated Senior Indebtedness has been accelerated. No new period of payment blockage may be commenced unless and until 360 days have elapsed since the total number effectiveness of days during which any the immediately prior Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodNotice. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been waived or cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a Upon and during the continuation of any default in the payment of the principal of, or premium, if any, or interest on, any Senior Indebtedness, or any obligation owing under or in respect of Senior Indebtedness, or if any event of default (other than a payment default) with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable (collectively, a "MAJOR DEFAULT"), or (b) If any event of default other than a Major Default with respect to any Designated Senior Indebtedness of will have occurred and be continuing permitting the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity holders of such Designated Senior Indebtedness is accelerated to declare such Designated Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable (a "MINOR DEFAULT"), then no payment will be made by or on behalf of the Company on account of the Notes: (1) in accordance with its terms unlesscase of any Major Default (whether a payment or nonpayment default), in either case, (i) the unless and until such event of default has will have been cured or waived and any in writing in accordance with the instruments governing such Senior Indebtedness or such acceleration has will have been rescinded or (ii) annulled, or such Designated Senior Indebtedness has shall have been paid in full full, or (2) in cash or Cash Equivalents; providedcase of any Minor Default, however, during the period (a "PAYMENT BLOCKAGE PERIOD") commencing on the date that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving (a "PAYMENT NOTICE") of such payment event of Minor Default (which notice will be binding on the Trustee and the holders of Notes as to the occurrence of such an event of Minor Default) from holders of Designated Senior Indebtedness (or their representative) and ending on the Representative earliest of: (i) 179 days after such date; (ii) the date, if any, on which such Designated Senior Indebtedness to which such default relates is paid in full or such default is cured or waived in writing in accordance with the instruments governing such Designated Senior Indebtedness by the holders of such Designated Senior Indebtedness; and (iii) the date on which the Trustee receives from the holders of such Designated Senior Indebtedness with respect to which either of (or their Representative or Representatives) that commenced the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such written notice that the Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or terminated. (iiic) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in During any consecutive 360-day period, irrespective the aggregate of the number all Payment Blockage Periods shall not exceed 179 days and there shall be a period of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such at least 181 consecutive days in each consecutive 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in when no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodeffect. For purposes of this Section 10.03, no default or No event of default that existed or was continuing with respect to Designated Senior Indebtedness for which notice commencing a Payment Blockage Period was given on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period commenced shall be, or be made, the basis of for the commencement of a any subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been is cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default Notwithstanding anything to the contrary, until all obligations under the Term Loan have been paid in full, no payment or distribution of cash, property or securities of the payment Company of any kind or character (other than Reorganization Notes and other than incurrence of obligations to pay Additional Principal Amounts) shall be made by the Company on account of the principal of, premium, if any, or interest on the Notes or on account of the purchase, redemption, defeasance or other acquisition of or in respect of the Notes. (b) Upon the occurrence of any default in the payment of any Designated Senior Indebtedness Indebtedness, no payment or distribution of any cash, property or securities of the Company occurs and is continuing of any kind or any character (other amount owing than Reorganization Notes) shall be made by the Company on account of the principal of, premium, if any, or interest on the Notes or on account of the purchase, redemption, defeasance or other acquisition of or in respect of any the Notes, unless and until such default has been cured, waived or has ceased to exist or such Designated Senior Indebtedness is not paid when due, shall have been discharged or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash cash, or Cash Equivalents; provided, however, that the Company may pay the Securities without regard in any other manner acceptable to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Designate Senior Indebtedness with respect to which either of Indebtedness. (c) Upon the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance occurrence of any non-payment default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further (a "Non-payment Default") and after the receipt by the Trustee from a Representative or the holder of any Designated Senior Indebtedness of written notice of such Non-payment Default, no payment or distribution of any cash, property or securities of the Company of any kind or character (except such notice as other than Reorganization Notes) may be required to effect such acceleration) or made by the expiration Company on account of any applicable grace periodsprincipal of, premium, if any, or interest on the Company may not pay Notes or on account of the Securities purchase, redemption, defeasance or other acquisition of or in respect of the Notes for a the period specified below (a the "Payment Blockage Period") commencing ). The Payment Blockage Period shall commence upon the receipt of notice of the Non-payment Default by the Trustee from a Representative or the holder of any Designated Senior Indebtedness and shall end on the earliest of (subject to any blockage of payments that may then or thereafter be in effect pursuant to the second preceding paragraph) (x) 179 days after receipt of such notice by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such provided any Designated Senior Indebtedness specifying an election as to effect a which notice was given shall not theretofore have been accelerated), (y) the date such Non-payment Default and all other Non-payment Defaults as to which notice is also given after such period is initiated shall have been cured or waived or shall have ceased to exist or the Designated Senior Indebtedness related thereto shall have been discharged or paid in full and (z) the date such Payment Blockage Period and ending 179 days thereafter (or earlier if such any Payment Blockage Period is Periods initiated during such period shall have been terminated (i) by written notice to the Trustee and the Company from the Person Representative or Persons who gave such Blockage Notice, (ii) because such the holders of the Designated Senior Indebtedness has been repaid in full in cash that have given notice of a Non-payment Default at or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end initiation of such Payment Blockage Period, after which, in the case of clause (x), (y) or (z), the Company shall resume making any and all required payments in respect of the Notes, including any missed payments. Not more than one In no event will a Payment Blockage Notice Period extend beyond 179 days from the date of the receipt by the Trustee of the notice initiating such Payment Blockage Period. Any number of notices of events of default may be given in during the Payment Blockage Period; provided that during any consecutive 360365-day period, irrespective consecutive period only one Payment Blockage Period may commence and the duration of the number of defaults such period may not exceed 179 days. No Non-payment Default with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall will be, or be madecan be, made the basis of for the commencement of a subsequent second Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 365 consecutive days, unless (i) such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive daysdays or (ii) the Representative or the holder of Designated Senior Indebtedness seeking to commence such second Payment Blockage period had no knowledge of such existing or continuing Non-payment Default.

Default on Designated Senior Indebtedness. The (a) No payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (other than (1) any payments made pursuant to the Pledge Agreement or (2) payments in the form of Permitted Junior Securities), may not pay be made by or on behalf of the Company on account of principal of, premium (accrued Original Issue Discount or cash interest or Liquidated Damages, if any) or interest , on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in the payment on account of the principal ofpurchase, premium, if any, redemption or interest on other acquisition of Securities upon the occurrence of any Payment Default and after receipt by the Trustee of written notice from the representative of the holders of the Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any which such Designated Senior Indebtedness is not paid when duePayment Default exists, or (b) any other default on until such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has Payment Default shall have been cured or waived and any in writing or shall have ceased to exist or the senior indebtedness giving rise to such acceleration has Payment Default shall have been rescinded discharged or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that cash equivalents (or otherwise to the extent Holders accept satisfaction of amounts due by settlement in other than cash or cash equivalents). (b) No payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (other than (1) payments made pursuant to the Pledge Agreement or (2) payments in the form of Permitted Junior Securities), may pay be made by or on behalf of the Company on account of principal of, accrued Original Issue Discount or cash interest or Liquidated Damages, if any, on the Securities without regard to or on account of the foregoing if purchase, redemption or other acquisition of Securities during a Payment Blockage Period arising as a result of Non-Payment Default. A " Payment Blockage Period" will commence upon the Company and date of receipt by the Trustee receive of written notice approving such payment from the Representative representative of the holders of the Designated Senior Indebtedness in respect of which the Non-Payment Default exists and shall end on the earliest of: . 179 days thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated); . the date on which such Non-Payment Default is cured, waived or ceases to exist; . the date on which such Designated Senior Indebtedness with respect to is discharged or paid in full; or . the date on which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is shall have been terminated (i) by written notice to the Trustee and or the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of representative initiating such Payment Blockage Period; after which the Company will resume making any and all required payments in respect of the Securities, including any missed paymentspayments and additional interest, if any. Not No more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate may be commenced during any 360 period of 365 consecutive day perioddays. For purposes of this Section 10.03, no default or event of default No Non-Payment Default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or can be made, the basis of for the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysPeriod, unless such default or event of default shall have Non-Payment Default has been cured or waived for a period of not less than 90 consecutive daysdays subsequent to the commencement of such initial Payment Blockage Period.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) No direct or indirect payment by or on behalf of the Company of Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with Sections 8.01, 8.02 or 8.03, as long as all of the conditions to deposit into such trust were satisfied at the time of such deposit), whether pursuant to the terms of the Notes or upon acceleration or otherwise shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the principal of, premium, if any, or interest obligations on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is default shall not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has have been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash the benefits of this sentence waived by or Cash Equivalents; provided, however, that 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 on behalf of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingIndebtedness. During In addition, during the continuance of any other event of default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further accelerated, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Indebtedness (except or the holders of at least a majority in principal amount of such notice Designated Senior Indebtedness then outstanding), no payment of Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with Sections 8.01, 8.02 or 8.03, as long as all of the conditions to deposit into such trust were satisfied at the time of such deposit) may be required to effect such acceleration) made by or the expiration on behalf of any applicable grace periods, the Company may not pay upon or in respect of the Securities Notes for a period (a "Payment Blockage Period") commencing upon on the date of receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period notice and ending 179 days thereafter (or earlier if unless, in each case, such Payment Blockage Period is shall be terminated (i) by written notice to the Trustee and the Company from the Person such trustee of, or Persons who gave other representative for, such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid holders or by payment in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders cash equivalents of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such (and any other Designated Senior Indebtedness, the Company may resume payments on the Securities after the end Indebtedness with an event of such Payment Blockage Period, including any missed paymentsdefault then permitting acceleration) or all events of default with respect to all Designated Senior Indebtedness then outstanding have been cured or waived). Not more than one Payment Blockage Notice Period may be given in any consecutive 360-day period, irrespective of the number of defaults commenced with respect to Designated Senior Indebtedness the Notes during such period; providedany period of 360 consecutive days. Notwithstanding anything in the Indenture to the contrary, however, that if there must be 180 consecutive days in any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in which no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodeffect. For purposes of this Section 10.03, no default or No event of default that existed or was continuing (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of delivery of such initial payment blockage notice that would, in either case, give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or shall be made, the basis of for the commencement of a subsequent second Payment Blockage Period by the Representative of representative for, or the holders of, such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 11.03(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (proportionately to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their representatives) or, if such information is not received from such holders or their representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Indebtedness. Nothing contained in this Article XI shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or cash equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on any Senior Subordinated Obligations.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, 80 redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, due or (bii) any other default on such Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalentsfull; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (ai) or (bii) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b))sentence, unless the holders of such Designated Senior Indebtedness giving such Blockage Notice or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may shall resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not The Securities shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Company during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03Section, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem payment upon or otherwise retire any Securities in respect of the Subordinated Note Obligations (except that Holders holders of Notes may receive (i) Equity Interests of the Company and retain Permitted Junior Securities) (collectively, "pay any debt securities of the Securities") if Company that are subordinated at least to the same extent as the Notes to (a) Senior Indebtedness and (b) any Indebtedness issued in exchange for Senior Indebtedness and (ii) payments made from the trusts described in Article 8 hereof) if: (i) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when dueon, or (b) any other default on such of unreimbursed amounts under letters of credit or fees relating to letters of credit and commitments to extend credit constituting Designated Senior Indebtedness occurs and the maturity is continuing beyond any applicable period of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, grace (ia "payment default") the default has been cured or waived and any such acceleration has been rescinded or or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred any other default occurs and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during that permits holders of the Designated Senior Indebtedness as to which such period; provideddefault relates to accelerate its maturity (a "non-payment default") and the Trustee receives a notice of such default (a "Payment Blockage Notice") from a representative of such Designated Senior Indebtedness. No new period of payment blockage may be commenced unless and until (i) 365 days have elapsed since the effectiveness of the immediately preceding Payment Blockage Notice (provided that, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtednessrepresentative under the New Credit Facility), within such 365 day period, the Representative of representative under the Bank Indebtedness New Credit Facility may give one additional another Payment Blockage Notice within such period; provided further) 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 or Cash Equivalents. In no event, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 365 consecutive day period. For purposes of this Section 10.03, no default or event of No non-payment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of 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 the Notes (including any missed payments): (a) in the case of a payment default described in clause (i) above, upon the date on which such default is cured or waived or shall have ceased to exist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents; and (b) in the case of a non-payment default described in clause (ii) above, the earlier of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received (each such period, the "Payment Blockage Period") or (z) the date such Payment Blockage Period shall be terminated by written notice to the Trustee from the requisite holders of such Designated Senior Indebtedness necessary to terminate such period or from their representative.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 payment upon or in respect of the Notes and may not otherwise repurchase, redeem or otherwise retire any Securities offer to repurchase Notes (except that Holders may receive and retain other than Permitted Junior SecuritiesPayments) if: (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if anyor premium or interest on, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing fees or any other amount amounts owing in with respect of any such Designated Senior Indebtedness is not paid when dueto, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity is continuing beyond any applicable period of such Designated Senior Indebtedness 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 grace; or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred any other default occurs and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which such default relates to accelerate its maturity and the Bank Trustee receives a notice of such default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed: (a) in the case of default referred to in Section 10.03(i), upon the date on which such default is cured or waived, and (b) in case of a default referred to in Section 10.03(ii), the Representative earlier of the Bank Indebtedness may give one additional date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice within such period; provided furtheris received, however, that in no event unless the maturity of any Designated Senior Indebtedness has been accelerated. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the total number effectiveness of days during which any the immediately prior Payment Blockage Period or Periods is Notice and (ii) all scheduled payments of principal, premium (if any), and interest on the Notes that have come due have been paid in effect exceed 179 days full in the aggregate during any 360 consecutive day periodcash. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, Trustee may constitute the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysNotice.

Default on Designated Senior Indebtedness. The Company and Holdings may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment or distribution to the Trustee or any Holder of Notes in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder of Notes any Notes for cash or property (other than (i) securities that are subordinated to at least the same extent as the Notes to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities other Obligations with respect to the Senior Indebtedness have been paid in full if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of any Obligation on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace in the principal ofagreement, indenture or other document governing such Designated Senior Indebtedness; or (ii) a default, other than a payment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of the Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of 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 Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of 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, or and interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has Notes that have come due have been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingcash. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by Notice. The Company and/or Holdings may and shall resume payments on and distributions in respect of the Representative Notes or the Holdings Guarantee, as applicable, and may acquire them upon the earlier of: (1) the date upon which the default is cured or waived, or (2) in the case of a default referred to in Section 10.04(ii) hereof, the earlier of the date on which such nonpayment default is cured or waived or 179 days pass after a Payment Blockage Notice is received, unless the maturity of such Designated Senior IndebtednessIndebtedness has been accelerated, whether if this Article otherwise permits the payment, distribution or not within a period acquisition at the time of 360 consecutive days, unless such default payment or event of default shall have been cured or waived for a period of not less than 90 consecutive daysacquisition.

Default on Designated Senior Indebtedness. The Company Issuer may not pay the principal of, premium (if any) or interest on on, the Securities or make any deposit pursuant to the provisions described under Section 8.01 and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior SecuritiesSecurities and (b) payments made from the trust described under Article 8) (collectively, "“pay the Securities"”) if if: (a1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company Issuer occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of the Issuer is not paid when due, or or (b2) any other default on such Designated Senior Indebtedness of the Issuer occurs and the maturity of such Designated Senior Indebtedness of the Issuer is accelerated in accordance with its terms 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 Indebtedness has been paid in full in cash or Cash Equivalentscash; provided, however, that the Company Issuer may pay the Securities without regard to the foregoing if the Company Issuer and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a1) or (b2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a1) or (b2) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company Issuer pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Issuer may not pay the Securities for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the CompanyIssuer) of written notice (a "“Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company Issuer from the Person or Persons who gave such Blockage Notice, ; (ii) because such Designated Senior Indebtedness has been repaid by repayment in full in cash or Cash Equivalents of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and in Section 10.02(b)10.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness or a payment default exists, the Company Issuer may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided. In no event, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysdays (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness 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 Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, due or (bii) any other default on such Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalentsfull; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (ai) or (bii) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b))sentence, unless the holders of such Designated Senior Indebtedness giving such Blockage Notice or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may shall resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not The Securities shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, 97 88 irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Company during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03Section, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and payment in respect of the Debentures, nor may not otherwise repurchase, the Company acquire or redeem or otherwise retire any Securities Debentures if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a1) a payment default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness (including, without limitation, upon any acceleration of the Company maturity thereof) occurs and is continuing; or (2) any other default occurs and is continuing or on any other amount owing in respect series of any such Designated Senior Indebtedness that permits holders of that series of Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a written notice of such default (a "PAYMENT BLOCKAGE NOTICE") from the Company, the administrative agent for the lenders under the Senior Credit Agreement or the holders of, or the representative for, any Designated Senior Indebtedness. Payments on, and redemption of, the Debentures may and will be resumed, if so permitted by the other Sections of the Indenture: (1) in the case of a payment default, upon the date on which such default is not paid when duecured or waived or ceases to exist; and (2) in the case of a nonpayment default, upon the earlier of (x) the date on which such nonpayment default is cured or waived (so long as no other default exists), (y) 179 days after the date on which the applicable Payment Blockage Notice is received, or (bz) any other default the date on such which the Trustee receives notice from a representative of Designated Senior Indebtedness occurs and rescinding such Payment Blockage Notice, unless, in each case, the maturity of such Designated Senior Indebtedness 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 Indebtedness has been accelerated. No new Payment Blockage Notice may be delivered unless and until: (1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and (2) all scheduled payments of principal, Interest, and Additional Amounts, if any, on the Debentures that have come due have been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingcash. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period shall Trustee will be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. (a) The Company may not pay make any payment or distribution to the principal ofTrustee or any Holder in respect of obligations, premium (including special interest, if any, with respect to the Notes, may not purchase, redeem or otherwise retire from the Trustee or any Holder any Notes for cash or property (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) or interest on the Securities or and may not make any deposit pursuant to Section 8.01 the provisions of Article 8 hereof until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay other Obligations with respect to the Securities") if (a) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has have been paid in full in cash or Cash Equivalents; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such if: (1) a payment from the Representative of the holders of such default on Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred occurs and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of continuing beyond any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if or (2) any Blockage Notice within such 360-day period other default occurs and is given by or continuing on behalf of any holders series of Designated Senior Indebtedness other than that permits holders of that series of Designated Senior Indebtedness to accelerate its maturity and the Bank Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company or the holders of any Designated Senior Indebtedness. If the Trustee receives any such Payment Blockage Notice, the Representative of the Bank Indebtedness may give one additional no subsequent Payment Blockage Notice within such period; provided further, however, that in no event may will be effective for the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.0310.03 unless and until (A) 365 days have elapsed since the delivery of the immediately prior Payment Blockage Notice, no default or event and (B) all scheduled payments of principal, interest and premium special interest, if any, 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 the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period shall Trustee will be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive 180 days. (b) The Company may and will resume payments on and distributions in respect of the Notes and may acquire them: (1) in the case of a payment default, upon the date on which such default is cured or waived; and (2) in the case of a nonpayment default, upon 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 Indebtedness has been accelerated, If this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Indebtedness. The Company (a) No direct or indirect payment, deposit or distribution of any kind or character, whether in cash, property or securities (including any payment made to the Holders under the terms of Indebtedness subordinated to the Notes), may not pay the be made by set-off or otherwise, by or on behalf of an Issuer or Subsidiary Guarantor of principal of, premium (if any) or interest on on, or any other obligation in respect of, the Securities Notes or make any deposit the Subsidiary Guarantees, whether pursuant to Section 8.01 and may not otherwise the terms of the Notes or upon acceleration, by way of repurchase, redeem redemption, defeasance or otherwise retire any Securities (except that Holders may receive the making of all such payments, deposits and retain Permitted Junior Securities) (distributions being referred to herein, individually and collectively, as to, "pay Pay the SecuritiesNotes") if (a) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing such Issuer or any other amount owing in respect of any such Designated Senior Indebtedness Subsidiary Guarantor is not paid when due, whether at maturity, on account of mandatory redemption or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessprepayment, in either caseacceleration or otherwise, (i) unless the default has been cured or waived and any such acceleration resulting therefrom has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash full. However, such Issuer or Cash Equivalents; provided, however, that the Company Subsidiary Guarantor may pay the Securities Notes without regard to the foregoing if the Company it and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this the immediately preceding sentence has have occurred and is continuing. During the continuance of any default Default (other than a default Default described in clause (a) or (b) of the second preceding sentence) with respect to any Designated Senior Indebtedness of the Company an Issuer or Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of any applicable grace periods, the Company such Issuer or Subsidiary Guarantor may not pay the Securities Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Companysuch Issuer) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company such Issuer from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained described in the first sentence of this Section and in Section 10.02(b)14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company such Issuer or Subsidiary Guarantor may resume payments on the Securities Notes after the end of such Payment Blockage Period, including any missed payments. Not The Notes shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if . To the extent any Blockage Notice within such 360-day period is given payment of Senior Indebtedness (whether by or on behalf of the Issuers or the Subsidiary Guarantors, as proceeds of security or enforcement of any holders right of Designated setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other than amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (b) Notwithstanding anything to the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that contrary in no event may the total number of days during which any Payment Blockage Period Section 14.02 or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.0314.03, no default Holders may continue to receive payments from any trust established pursuant to Section 12.04 prior to occurrence of an event prohibiting payment of or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysNotes.

Default on Designated Senior Indebtedness. The Company may shall not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant payment or distribution to Section 8.01 the Trustee or any Holder of Exchange Debentures upon or in respect of Obligations with respect to the Exchange Debentures and may not otherwise repurchaseacquire from the Trustee or any Holder of Exchange Debentures any Exchange Debentures for cash or property (other than securities that are subordinated, redeem or otherwise retire at least to the same extent as the Exchange Debentures, to (A) Senior Indebtedness and (B) any Securities (except that Holders may receive securities issued in exchange for Senior Indebtedness) until all principal and retain Permitted Junior Securities) (collectively, "pay other Obligations with respect to the Securities") if Senior Indebtedness have been paid in full if: (a) a default in the payment of the principal ofany principal, premium, if any, interest or interest on other Obligations with respect to any Designated Senior Indebtedness of the Company Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or any other amount owing in respect of any document governing such Designated Senior Indebtedness is not paid when dueDebt (whether upon maturity, as a result of acceleration or otherwise); or (b) any other default on such occurs and is continuing with respect to any Designated Senior Indebtedness occurs and the maturity Debt that permits holders of such Designated Senior Indebtedness is accelerated in accordance with Debt to accelerate its terms unlessmaturity, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written a notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative holders, or from the trustee, agent or other representative (the "Representative") of the holders holders, of any such Designated Senior Indebtedness specifying an election to effect Debt. If the Trustee receives any such notice, a Payment Blockage Period and ending 179 subsequent notice received within 360 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may not be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For effective for purposes of this Section 10.03, no default or event of . No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive 180 days. The Company may and shall resume payments on and distributions in respect of the Exchange Debentures and may acquire them upon the earlier of: (i) the date upon which the default is cured or waived, or (ii) in the case of a default referred to in clause (b) of this Section 10.03, 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, if this Article 10 otherwise permits such payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (i) Permitted Junior Securities and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities other Obligations with respect to the Senior Indebtedness have been paid in full if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of any principal or other Obligations with respect to Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period in the principal ofagreement, indenture or other document governing such Designated Senior Indebtedness; or (ii) a default, other than a payment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of the Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the holders (or a Representative of the holders) of the Designated Senior Indebtedness. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of 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, or and interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has Securities that have come due have been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingcash. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by Notice. The Company may and shall resume payments on and distributions in respect of the Representative Notes and may acquire them upon the earlier of: (1) the date upon which the default is cured or waived, or (2) in the case of a default referred to in Section 10.04(ii) hereof, 179 days pass after notice is received if the maturity of such Designated Senior IndebtednessIndebtedness has not been accelerated, whether if this Article 10 otherwise permits the payment, distribution or not within a period acquisition at the time of 360 consecutive days, unless such default payment or event of default shall have been cured or waived for a period of not less than 90 consecutive daysacquisition.

Default on Designated Senior Indebtedness. (a) The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment or distribution to the Trustee or any Holder in respect of the Subordinated Note Obligations and may not acquire from the Trustee or any Holder any Notes for cash or property (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities other Obligations with respect to the Senior Indebtedness have been paid in full in cash and Cash Equivalents if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a1) a default in the payment of the principal (including reimbursement obligations in respect of letters of credit) of, premium, if any, or interest on any Designated Senior Indebtedness or commitment, letter of the Company occurs and is continuing credit or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when dueadministrative fees relating to, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity is continuing beyond any applicable period of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, grace; or (i2) the any other default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred occurs and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which that default relates to accelerate its maturity and the Bank Trustee receives a written notice of that default (a “Payment Blockage Notice”) from the Company or the holders of any Designated Senior Indebtedness. If the Trustee receives any such Payment Blockage Notice, the Representative of the Bank Indebtedness may give one additional no subsequent Payment Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For will be effective for purposes of this Section 10.0310.03 unless and until (A) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, no default or event of interest and premium and Additional Interest, if any, 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 the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of that default shall have been waived or cured or waived for a period of not less than 90 consecutive days. (b) 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, upon the date on which that default is cured or waived, and (2) in the case of a nonpayment default, upon the earlier of the date on which that 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 Indebtedness has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Indebtedness. The Company may not pay make any payment or distribution to the principal of, premium Trustee or any Holder upon or in respect of the Subordinated Note Obligations (if any) or interest on the except in Permitted Junior Securities or make any deposit pursuant from the trust described in Section 8.04 hereof) until Obligations with respect to Section 8.01 and may not otherwise repurchaseSenior Indebtedness have been paid in full in cash or Cash Equivalents, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if if (a) a default in the payment of the principal (including, without limitation, reimbursement obligations in respect of letters of credit) of, premium, if any, or interest on any or commitment, letter of credit or administrative fees relating to, Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable period of grace in the agreement, indenture or any other amount owing in respect of any document governing such Designated Senior Indebtedness is not paid when dueIndebtedness, or or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which such default relates to accelerate its maturity and the Bank IndebtednessTrustee receives a notice of such default (a "PAYMENT BLOCKAGE NOTICE") from the Company or the holders of any Designated Senior Indebtedness (or their Representative). Payments on the 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 Representative earlier of the Bank Indebtedness may give one additional date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice within such period; provided furtheris received, however, that in no event unless a Payment Default on Designated Senior Indebtedness then exists. No new period of payment blockage may be commenced unless and until 360 days have elapsed since the total number effectiveness of days during which any the immediately prior Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodNotice. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been waived or cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant payment of any kind or character upon or in respect of the Notes (other than in (i) securities that are subordinated to Section 8.01 the same extent as the Notes to Senior Indebtedness and may not otherwise repurchase, redeem or otherwise retire any Securities securities issued in exchange for Senior Indebtedness and (except that Holders may receive ii) payments made from the trusts described in Sections 8.4 and retain Permitted Junior Securities8.5 hereof) if: (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 continuing; or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred any other default occurs and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which such default relates to accelerate its maturity and the Bank Trustee receives a notice of such default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed: (a) in the case of default referred to in Section 10.3(i), upon the Representative date on which such default is cured or waived, and (b) in case of a default referred to in Section 10.3(ii), upon the Bank Indebtedness may give one additional earlier of (i) the date on which such default is cured or waived or (ii) 179 days after the date on which the applicable Payment Blockage Notice within is received by the Trustee (unless the maturity of any Designated Senior Indebtedness has been accelerated or unless the provisions of this Article 10 otherwise do not permit such period; provided further, however, that in payment). In no event may the total number shall more than one period of days during which any Payment Blockage Period or Periods is payment blockage be made in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of receipt by the commencement Trustee of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period Notice shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by Notice. Following the Representative expiration of such Designated Senior Indebtedness, whether or not within a any period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.during which the Company is prohibited from making payments

Default on Designated Senior Indebtedness. The No direct or indirect payment by or on behalf of the Company may not pay of Senior Subordinated Obligations, whether pursuant to the principal of, premium (if any) or interest on terms of the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchaseupon acceleration or otherwise, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectivelyshall be made if, "pay at the Securities") if (a) time of such payment, there exists a default in the payment of all or any portion of the principal of, premium, if any, obligations under or interest on with respect to any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is default shall not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has have been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash the benefits of this sentence waived by or Cash Equivalents; provided, however, that 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 on behalf of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingIndebtedness. During In addition, during the continuance of any other event of default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further accelerated, upon receipt by the Trustee of written notice from the trustee or other representative for the holders of such Designated Senior Indebtedness (except or the holders of at least a majority in principal amount of such notice as Designated Senior Indebtedness then outstanding), no payment of Senior Subordinated Obligations may be required to effect such acceleration) made by or the expiration on behalf of any applicable grace periods, the Company may not pay upon or in respect of the Securities for a period (a "Payment Blockage Period") commencing upon on the date of receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period notice and ending 179 days thereafter (or earlier if unless, in each case, such Payment Blockage Period is shall be terminated (i) by written notice to the Trustee and the Company from the Person such trustee of, or Persons who gave other representatives for, such Blockage Notice, holders or (ii) because by such Designated Senior Indebtedness has event of default having been repaid cured or waived or otherwise ceasing to exist or (iii) by payment in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity cash equivalents of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments). Not more than one Payment Blockage Notice Period may be given in any consecutive 360-day period, irrespective of the number of defaults commenced with respect to Designated Senior Indebtedness the Securities during such period; providedany period of 360 consecutive days. Notwithstanding anything in the Indenture to the contrary, however, that if there must be 180 consecutive days in any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in which no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodeffect. For purposes of this Section 10.03, no default or No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or shall be made, the basis of for the commencement of a subsequent second Payment Blockage Period by the Representative of representative for, or the holders of, such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. To the extent any payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred.

Default on Designated Senior Indebtedness. The (a) No direct or indirect payment, deposit or distribution of any kind or character, whether in cash, property or securities (including any payment made to the Holders under the terms of Indebtedness subordinated to the Notes), may be made by set-off or otherwise, by or on behalf of the Company may not pay the principal of, premium of Accreted Value of or interest (if any) on, or interest on any other obligation in respect of, the Securities or make any deposit Notes, whether pursuant to Section 8.01 and may not otherwise the terms of the Notes by way of repurchase, redeem redemption, defeasance or otherwise retire any Securities (except that Holders may receive the making of all such payments, deposits and retain Permitted Junior Securities) (distributions being referred to herein, individually and collectively, as to, "pay the SecuritiesPAY THE NOTES") if (a) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, whether at maturity, on account of mandatory redemption or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessprepayment, in either caseacceleration or otherwise, (i) unless the default has been cured or waived and any such acceleration resulting therefrom has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; providedfull. However, however, that the Company may pay the Securities Notes without regard to the foregoing if the Company it and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this the immediately preceding sentence has have occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (b) of the second preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of any applicable grace periods, the Company may not pay the Securities Notes for a period (a "Payment Blockage PeriodPAYMENT BLOCKAGE PERIOD") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage NoticeBLOCKAGE NOTICE") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage NoticeBlocxxxx Xxxxxx, (iixx) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because xxxause the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained described in the first sentence of this Section and in Section 10.02(b)13.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities Notes after the end of such Payment Blockage Period, including any missed payments. Not The Notes shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if . To the extent any Blockage Notice within such 360-day period is given payment of Senior Indebtedness (whether by or on behalf of the Company, as proceeds of security or enforcement of any holders right of Designated setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Indebtedness or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Indebtedness is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other than amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Indebtedness for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. (b) Notwithstanding anything to the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that contrary in no event may the total number of days during which any Payment Blockage Period Section 13.02 or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.0313.03, no default Holders may continue to receive payments from any trust established pursuant to Section 12.04 prior to occurrence of an event prohibiting payment of or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysNotes.

Default on Designated Senior Indebtedness. The Company may not pay make any payment upon or in respect of the principal of, premium Indebtedness evidenced by the Notes (if any) or interest on the except in Permitted Junior Securities or make any deposit pursuant from the trust described in Article 8 hereof) until all obligations with respect to Section 8.01 and may not otherwise repurchase, redeem Senior Indebtedness have been paid in full in cash or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if Cash Equivalents if: (a) a default in the payment of the principal (including reimbursement obligations in respect of letters of credit) of, premium, if any, or interest on any or commitment, letter of credit or administrative fees relating to, Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or continuing; or (b) any other default on such occurs (a "NON-PAYMENT DEFAULT") and is continuing with respect to Designated Senior Indebtedness occurs that permits holders of the Designated Senior Indebtedness as to which that default relates to accelerate its maturity and the maturity Trustee receives a notice of that default (a "PAYMENT BLOCKAGE NOTICE") from a representative of the holders of any Designated Senior Indebtedness. The period for which no payment on the Notes may be made (the "PAYMENT BLOCKAGE PERIOD") shall commence upon the receipt of notice of the Non-payment Default by the Trustee from a representative of the holders of any Designated Senior Indebtedness and shall end on the earliest to occur of: (a) 179 days having elapsed since the receipt of such written notice; (b) the date on which such Non-payment Default (and all Non-payment Defaults as to which notice is given after such Payment Blockage Period is initiated) is cured, waived or ceases to exist or on which such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured discharged or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise in any other manner acceptable to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness Indebtedness; or (c) the date on which such Payment Blockage Period shall have been terminated by written notice to the Company or the Representative Trustee from a representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of Indebtedness initiating such Payment Blockage Period, after which, in each such case, the Company shall promptly resume making any and all required payments in respect of the Notes, including any missed payments. Not more than one In no event will a Payment Blockage Notice Period extend beyond 179 days from the date of the receipt by the Trustee of the notice initiating such Payment Blockage Period (such 179-day period referred to as the "INITIAL BLOCKAGE PERIOD"). Any number of notices of Non-payment Defaults may be given in during the Initial Blockage Period; PROVIDED that during any consecutive 360365-consecutive-day periodperiod only one such period during which payment of principal, irrespective interest, premium and Liquidated Damages, if any, on the Notes may not be made may commence and the duration of the number of defaults such period may not exceed 179 days. No Non-payment Default with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall will be, or be madecan be, made the basis of for the commencement of a subsequent second Payment Blockage Period by the Representative of such Designated Senior IndebtednessPeriod, whether or not within a period of 360 365 consecutive days, unless such default or event of default shall have Non-payment Default has been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay make any payment or distribution to the principal of, premium (if any) Trustee or interest on any Holder in respect of Obligations with respect to the Securities Notes or make any deposit pursuant to Section 8.01 the provisions of Article 8 of this Indenture and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) Notes (collectively, "“pay the Securities"Notes”) if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable grace period or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (bii) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full (except that Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust in cash accordance with Section 8.05 hereof so long as, on the date or Cash Equivalents; provideddates the respective amounts were paid into the trust, howeversuch payments were made with respect to the Notes without violating the provisions of this Article 10 or any other material agreement binding on the Company). However, that the Company may pay the Securities Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this the immediately preceding sentence has occurred and is continuing. During In addition to the foregoing, during the continuance of any default (other than a default described in clause (ai) or (bii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of any applicable grace periods, the Company may not pay the Securities Notes for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "“Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending on the earliest to occur of the following events: (a) 179 days thereafter shall have elapsed since such receipt of such Blockage Notice; (or earlier if b) such Payment Blockage Period is terminated (i) by written notice to the Trustee and (with a copy to the Company Company) from the Person or Persons who gave such Blockage Notice, (iic) because the repayment in full of such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents Indebtedness, or (iiid) because the default giving rise to such Blockage Notice is no longer continuing). During any period in which payments are blocked pursuant to the preceding paragraph, Holders of the Notes and the related Note Guarantees will be entitled to all remedies with respect to the Notes and the Note Guarantees, however, any amount received by Holders with respect to the Notes or the Note Guarantees, including as a result of legal action to enforce the Notes of the Note Guarantees, would be required to be turned over to Holders of Designated Senior Indebtedness. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and in Section 10.02(b)10.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities Notes after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in In no event may shall the total number of days during which any Payment Blockage Period or Periods is in effect extend beyond the 179 days from the date of receipt by the Trustee of the relevant Blockage Notice, and in no event shall the total number of days during which any Payment Blockage Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03provision, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on on, the Securities or make any deposit pursuant to the provisions described under Section 8.01 and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior SecuritiesSecurities and (b) payments made from the trust described under Article 8) (collectively, "“pay the Securities"”) if if: (a1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of the Company is not paid when due, or or (b2) any other default on such Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness of the Company is accelerated in accordance with its terms 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 Indebtedness has been paid in full in cash or Cash Equivalentscash; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a1) or (b2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a1) or (b2) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "“Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, ; (ii) because such Designated Senior Indebtedness has been repaid by repayment in full in cash or Cash Equivalents of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the TRDOCS01/76765.8 first sentence of this Section 10.03 and in Section 10.02(b)10.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness or a payment default exists, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided. In no event, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysdays (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness 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 Indebtedness. (a) The Company may not pay make any payment in respect of the principal of, premium Notes (if any) or interest on the except in Permitted Junior Securities or make any deposit from the trust pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire Article Eight hereof): (i) in the event any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in the payment of the principal of, interest or premium, if any, on Designated Senior Indebtedness occurs (a "Payment Event of Default"); or (ii) any Non-Payment Event of Default occurs and is continuing with respect to Designated Senior Indebtedness which permits holders of the Designated Senior Indebtedness 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) with respect to the Designated Senior Indebtedness arising under the Credit Agreement, the Agent Bank, or (B) with respect to any other Designated Senior Indebtedness, the holders or the representative of the holders of any such Designated Senior Indebtedness. (iii) Payments on the Notes may and shall be resumed (x) in the case of a Payment Event of Default, upon the date on which such default is cured or waived and (y) in case of a Non-Payment Event of Default, upon the earlier of the date on which such Non-Payment Event of 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 Indebtedness has been accelerated. No new period of payment blockage may be commenced by a Payment Blockage Notice unless and until (i) 360 days have elapsed since the first day of the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal, premium, if any, or and interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has Notes that have come due have been paid in full in cash or Cash Equivalents; provided, however, that 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 cash. No Non-Payment Event of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default Default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysNotice, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The (a) Except as may be expressly otherwise set forth in the indenture supplement with respect to any series of Subordinated Securities, the Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant payment or distribution (including, without limitation, any payment or distribution that may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to Section 8.01 the payment of the Subordinated Securities) to the Trustee or any Holder of Subordinated Securities in respect of Obligations or Claims with respect to the Subordinated Securities and may not otherwise repurchase, redeem acquire from the Trustee or otherwise retire any Holder of Subordinated Securities any Subordinated Securities for cash or property (except that Holders of Subordinated Securities may receive and retain (A) Permitted Junior SecuritiesSecurities and (B) payments and other distributions made from the trust described in Article 4 hereof) until all principal, interest and other Obligations with respect to the Senior Indebtedness have been paid in full in cash if: (collectively, "pay the Securities") if (ai) a default occurs in the payment when due of the principal of, premium, if any, or interest on on, or any other Obligation with respect to, any Designated Senior Indebtedness of the Company (and such default shall not have been cured or waived or shall not have ceased to exist); or (ii) any other default occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness that permits the holder or holders of the Company pursuant Designated Senior Indebtedness as to which the such default relates to accelerate its maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periodsfollowing notice, the Company may lapse of time, or both (and such default shall not pay the Securities for a period (a "Payment Blockage Period"have been cured or waived or shall not have ceased to exist) commencing upon the receipt by and the Trustee (with receives a copy to the Company) of written notice (a "Blockage Notice") of such default “a “Payment Blockage Notice”) from the Representative of any Designated Senior Indebtedness. (b) The Company may and shall resume payments on, and distributions in respect of, the holders Subordinated Securities and may acquire them upon: (i) in the case of a default referred to in Section 13.03(a)(i) hereof, the date on which such default is cured or waived in accordance with the terms of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, Indebtedness; or (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject case of a default referred to the provisions contained in the first sentence of this Section and in Section 10.02(b))13.03(a)(ii) hereof, unless the holders earliest of (A) the date on which such default is cured or waived in accordance with the terms of such Designated Senior Indebtedness or (B) 179 days after the Representative of such holders shall have accelerated date on which the applicable Payment Blockage Notice is received by the Trustee, unless the maturity of such any Designated Senior Indebtedness, Indebtedness has been accelerated. (c) If the Company may resume payments on the Securities after the end of Trustee receives any such Payment Blockage PeriodNotice, including any missed payments. Not more than one no new Payment Blockage Notice may shall be given in any consecutive 360-day period, irrespective delivered pursuant to this Section 13.03 unless and until: (i) 360 days shall have elapsed since the effectiveness of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any immediately prior Payment Blockage Period or Periods is Notice; and (ii) all scheduled payments of principal of, premium, if any, and interest on the Subordinated Securities that have come due have been paid in effect exceed 179 days full in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of cash. (d) No default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. (a) The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant payment or distribution to Section 8.01 the Trustee or any Holder in respect of Obligations with respect to the Notes and may not otherwise repurchase, redeem acquire from the Trustee or otherwise retire any Securities Holder any Notes for cash or property (except that Holders may receive and retain other than Permitted Junior Securities) until all principal and other Obligations with respect to the Senior Indebtedness have been paid in full if: (collectively, "pay the Securities") if (ai) a default in the payment of any principal or other Obligations with respect to Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period in the principal ofagreement, indenture or other document governing such Designated Senior Indebtedness; or (ii) a default, other than a payment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of the Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE") from a Person who may give it pursuant to Section 5.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 360 days shall have elapsed since the issuance of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, or and interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has Notes that have come due have been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingcash. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive 180 days. (b) The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (i) the date upon which the Trustee receives notice from the Company that the default is cured or waived or ceases to exist, or (ii) in the case of a default referred to in clause (ii) of Section 5.03(a) hereof, 179 days pass after the Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, if this Article 5 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Indebtedness. The Company may not pay make any payment or other distribution to the principal of, premium (if any) Trustee or interest on any Holder in respect of Obligations to the Holders with respect to the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem acquire from the Trustee or otherwise retire any Holder any Securities for cash or other property (except other than (i) securities that Holders may receive and retain Permitted Junior Securities) (collectively, "pay are subordinated to at least the Securities") if same extent as the Securities to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness, provided that the operation of this clause (b) shall not cause the Securities to be treated in any case or proceeding or similar event described in Section 14.3 in the same class of claims as the Senior Indebtedness or any class of claims pari passu with the Senior Indebtedness for any payment or other distribution and (ii) payments and other distributions made from any defeasance trust created pursuant to Article XII hereof) until all principal and other Obligations with respect to the Senior Indebtedness have been paid in full if: (i) a default in the payment of any principal or other Obligations with respect to Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period in the principal ofagreement, indenture or other document governing such Designated Senior Indebtedness; or (ii) a default, other than a payment default, with respect to Designated Senior Indebtedness occurs and is continuing that then permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, holders of the Designated Senior Indebtedness 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 holder (or its Representative) of Designated Senior Indebtedness pursuant to Section 14.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for the purposes of this Section unless and until (i) at least 360 days shall have elapsed since the 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, or and interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has Securities that have come due have been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingcash. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, 91 106 the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysNotice, unless such default or event of default shall have been cured or waived for a period of not less than at least one full 90 consecutive daysday period commencing after the date of delivery of such Payment Blockage Notice. The Company shall resume payments on and other distributions in respect of the Securities and may acquire them upon the earliest of: (1) the date upon which the default is cured or waived or has ceased to exist, (2) the holders of such Designated Senior Indebtedness have agreed to such resumption or such Designated Senior Indebtedness has been paid in full, or (3) In the case of a default referred to in Section 14.4(ii) hereof, 179 days past the date on which the Payment Blockage Notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated (or, if it has been accelerated, such acceleration has been rescinded or annulled), if this Article XIV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition. In no event will a payment blockage period referred to in Section 14.4(ii) hereof extend beyond 179 days from the date of the receipt by the Trustee of the Payment Blockage Notice relating thereto and there must be a 181 consecutive day period in any 360-day period during which no such payment blockage period is in effect.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in The Company shall not make any payment or distribution to the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing Trustee or any other amount owing Holder in respect of any such Designated Senior Indebtedness is not paid when dueObligations with respect to the Notes, or including any amount payable upon acceleration of the Notes, if: (bi) any other a payment default on such Designated Senior Indebtedness occurs and the maturity is continuing; or (ii) any other default (a “Non-Payment Default”) occurs and is continuing on any series of such Designated Senior Indebtedness 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 that permits holders of that series of Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company accelerate its maturity and the Trustee receive written receives actual notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default (a “Payment Blockage Notice”) from the Representative of the holders of such Designated Company, a Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of Debt Agent for such Designated Senior Indebtedness or the Representative holders of such holders shall have accelerated at least a majority of the maturity outstanding principal amount of such Designated Senior Indebtedness. (b) The Company may and shall resume payments on, and distributions in respect of, the Company may resume payments Notes: (i) in the case of a payment default in respect of Designated Senior Indebtedness, upon the date on which such default is cured or waived; and (ii) in the Securities case of a Non-Payment Default in respect of Designated Senior Indebtedness, upon the earlier of (x) the date on which such Non-Payment Default is cured or waived and (y) 179 days after the end of such date on which the applicable Payment Blockage PeriodNotice is received unless the maturity on any Designated Senior Indebtedness has been accelerated. In addition, including any missed payments. Not more than one no new Payment Blockage Notice may be given in any consecutive 360-day period, irrespective delivered unless and until: (1) at least 360 days have elapsed since the delivery of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any immediately prior Payment Blockage Notice within such 360-day period is given by or on behalf and (2) all scheduled payments of any holders of Designated Senior Indebtedness other than the Bank Indebtednessprincipal of, interest and Additional Interest, if any, on, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, Notes that have come due have been paid in no event may the total number of days during which any full in cash. (c) No Non-Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default Default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. (d) If the Trustee or any Holder receives any payment of any Obligations with respect to the Notes when: (i) the payment is prohibited by this Article XIII and (ii) the Trustee or such Holder has actual knowledge that the payment is prohibited, the Trustee or such Holder, as the case may be, shall hold the payment in trust for the benefit of the holders of Senior Indebtedness. Upon the proper written request of the holders of Senior Indebtedness, the Trustee or such Holder, as the case may be, shall deliver the amounts held in trust to the holders of Senior Indebtedness or their proper representative.

Default on Designated Senior Indebtedness. The Company may not pay During the principal of, premium (if any) or interest on the Securities or make continuance of any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in the payment of the Designated Senior Indebtedness of the Company or a Subsidiary Guarantor at maturity or pursuant to which the maturity thereof may immediately be accelerated beyond the applicable grace period, no payment or distribution of any assets of the Company or such Subsidiary Guarantor of any kind or character (excluding any payment or distribution provided for by a plan of reorganization giving effect to these subordination provisions of certain permitted equity or securities that are subordinated to the Senior Indebtedness or securities exchanged for Senior Indebtedness pursuant to a plan of reorganization to at least the same extent as the Notes and which have a term which exceeds the term of such Senior Indebtedness and other than payments from trusts previously created pursuant to the provisions described in Article Thirteen) shall be made to the Holders on account of the principal of, premium, if any, or interest (including Additional Interest) on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in amounts payable with respect of any such Designated Senior Indebtedness is not paid when duethereto, or (b) any the purchase, redemption or other default on acquisition of, the Notes or such Designated Senior Indebtedness occurs Subsidiary Guarantee, respectively, unless and the maturity of until such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration or has been rescinded ceased to exist or (ii) such Designated Senior Indebtedness has shall have been discharged or paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingfull. During the continuance of any non-payment default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company or a Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated immediately without further (in accordance with its terms a "Non-payment Default") and after receipt by the Trustee from the representatives of holders of such Designated Senior Indebtedness of a written notice of such Non-Payment Default, no payment or distribution of any assets of the Company or such Subsidiary Guarantor, respectively, of any kind or character (except excluding any payment or distribution provided for by a plan of reorganization giving effect to these subordination provisions of certain permitted equity or securities that are subordinated to Senior Indebtedness or securities exchanged for Senior Indebtedness pursuant to a plan of reorganization to at least the same extent as the Notes and which have a term which exceeds the term of such notice as Senior Indebtedness and other than payments from trusts previously created pursuant to the provisions described in Article Thirteen) may be required made by the Company or such Subsidiary Guarantor, respectively, to effect such accelerationthe Holders on account of the principal of, premium, if any, or interest (including Additional Interest) on or any amounts payable with respect to, or the expiration of any applicable grace periodspurchase, redemption or other acquisition of, the Company may not pay Notes or such Subsidiary Guarantee, respectively, for the Securities for a period specified hereinbelow (a the "Payment Blockage Period") commencing ). The Payment Blockage Period will commence upon the receipt of written notice of a Non-payment Default by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative representatives of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending will end on the earlier to occur of the following events: (a) 179 days thereafter shall have elapsed since the receipt of such notice of a Non-payment Default (provided that such Designated Senior Indebtedness shall not theretofore have been accelerated) (b) such default is cured or earlier if waived or ceases to exist or such Designated Senior Indebtedness is discharged or (c) such Payment Blockage Period is shall have been terminated (i) by written notice to the Company or the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such representatives of holders of Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of initiating such Payment Blockage Period. After the end of any Payment Blockage Period, the Company shall promptly resume making any and all required payments in respect of the Notes, including any missed payments. Not more than one Blockage Notice may be given Notwithstanding anything in any consecutive 360-day period, irrespective of this Article Fourteen or the number of defaults with respect Notes to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that contrary, (a) in no event may the total number of days during which any shall a Payment Blockage Period or Periods is in effect exceed extend beyond 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on from the date of the commencement receipt by the Trustee of any the notice initiating such Payment Blockage Period, (b) there shall be a period of at least 186 consecutive days in each 365-day period when no Payment Blockage Period is in effect, and (c) not more than one Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or Notes may be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not commenced within a any period of 360 365 consecutive days. period of 365 consecutive days, unless such default or event of default shall have Non-payment Default has been cured or waived for a period of not less than 90 consecutive daysdays and subsequently recurs.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on on, the Securities or make any deposit pursuant to the provisions described under Section 8.01 and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior SecuritiesSecurities and (b) payments made from the trust described under Article 8) (collectively, "pay the Securities") if if: (a1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of the Company is not paid when due, or or (b2) any other default on such Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness of the Company is accelerated in accordance with its terms 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 Indebtedness has been paid in full in cash or Cash Equivalentscash; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a1) or (b2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a1) or (b2) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, ; (ii) because such Designated Senior Indebtedness has been repaid by repayment in full in cash or Cash Equivalents of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness or a payment default exists, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided. In no event, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysdays (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness 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 Indebtedness. The Company may not pay make any payment or distribution to the principal of, premium Trustee or any Holder upon or in respect of the Subordinated Note Obligations (if any) or interest on the except in Permitted Junior Securities or make any deposit pursuant from the trust described in Section 8.04 hereof) until all principal and other obligations with respect to Section 8.01 and may not otherwise repurchaseSenior Indebtedness have been paid in full in cash or cash equivalents, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if if (a) a default in the payment of the principal (including reimbursement obligations in respect of letters of credit) of, premium, if any, or interest on any or commitment fees relating to, Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable period of grace in the agreement, indenture or any other amount owing in respect of any document governing such Designated Senior Indebtedness is not paid when due, or or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which such default relates to accelerate its maturity and the Bank IndebtednessTrustee receives a notice of such default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior Indebtedness (or their Representative). Payments on the 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 Representative earlier of the Bank Indebtedness may give one additional date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice within such period; provided furtheris received, however, that in no event unless the maturity of any Designated Senior Indebtedness has been accelerated. No new period of payment blockage may be commenced unless and until 360 days have elapsed since the total number effectiveness of days during which any the immediately prior Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodNotice. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been waived or cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay make any payment or distribution to the principal of, premium Trustee or any Holder upon or in respect of the Subordinated Note Obligations (if any) or interest on the except in Permitted Junior Securities or make any deposit pursuant from the trust described in Section 8.04 hereof) until all principal and other obligations with respect to Section 8.01 and may not otherwise repurchaseSenior Indebtedness have been paid in full in cash or cash equivalents, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if if (a) a default in the payment of the principal (including, without limitation, reimbursement obligations in respect of letters of credit) of, premium, if any, or interest on any or commitment, letter of credit or administrative fees relating to, Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable period of grace in the agreement, indenture or any other amount owing in respect of any document governing such Designated Senior Indebtedness is not paid when dueIndebtedness, or or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which such default relates to accelerate its maturity and the Bank IndebtednessTrustee receives a notice of such default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior Indebtedness (or their Representative). Payments on the 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 Representative earlier of the Bank Indebtedness may give one additional date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice within such period; provided furtheris received, however, that in no event unless the maturity of any Designated Senior Indebtedness has been accelerated. No new period of payment blockage may be commenced unless and until 360 days have elapsed since the total number effectiveness of days during which any the immediately prior Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodNotice. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been waived or cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal ofprincipal, premium (premium, interest or Liquidated Damages, if any) or interest on , with respect to the Securities Notes or make any deposit pursuant to Section 8.01 the provisions described under Article 8 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) Notes (collectively, "pay the SecuritiesNotes"), (except by delivery of Equity Interests of the Company or any Guarantor or Indebtedness of the Company or any Guarantor that is subordinated at least to the same extent as the Notes and the Note Guarantee, as applicable, and has a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Notes) if (ai) a default in the payment when due, whether at maturity, upon any redemption, by acceleration or otherwise of the any principal of, premiuminterest on, if anyunpaid drawings for letters of credit issued in respect of, or interest on any Designated regularly accruing fees with respect to, Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness the Trustee has been paid in full in cash or Cash Equivalents; providedreceived a Blockage Notice (as defined below). However, however, that the Company may and shall pay the Securities Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative (as defined below) of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (bi) of the second preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained described in the first sentence of this Section and in Section 10.02(b)paragraph), unless a payment default described in clause (i) of the first sentence of the preceding paragraph shall be continuing and the holders of such Designated Senior Indebtedness or the Representative representative of such holders shall (any such representative, a "Representative") have accelerated the maturity of such Designated Senior IndebtednessIndebtedness (and any such acceleration has not been rescinded), the Company may resume payments on the Securities Notes after the end of such Payment Blockage Period, including any missed payments. Not The Notes shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360. No non-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of payment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been waived or 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 such payment blockage period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). Following the expiration of any period during which the Company is prohibited from making payments on the Notes pursuant to a Blockage Notice, the Company shall be obligated to resume making any and all required payments in respect of the Notes, including 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 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 issued. Failure to give such notice shall not affect the subordination of the Notes to the Senior Indebtedness or the application of the other provisions provided in this Article 11.

Default on Designated Senior Indebtedness. The Company may not pay make, and no Holder shall ask for, demand, xxx for or otherwise exercise remedies with respect to any payment upon or in respect of the principal ofSecurities, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any offer to repurchase Securities (except other than in the form of Capital Stock or any debt securities that are subordinated to the same extent as the Securities to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness and payments made from the trust described in Section 9.2 hereof) and the Trustee and the Holders may receive and retain Permitted Junior Securities) shall not compel payment or exercise any other remedies with respect to any payment under the Completion Guaranty if: (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if anyor premium or interest on, or interest on any fees or other amounts owing with respect to, Designated Senior 101 Indebtedness of the Company occurs and has not been cured or waived in writing (a "PAYMENT DEFAULT"); or (ii) any other default occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during that permits holders of the Designated Senior Indebtedness as to which such period; provided, however, that if any Blockage Notice within default relates to accelerate its maturity (a "NON-PAYMENT DEFAULT") and the Trustee receives a notice of such 360-day period is given by default (a "PAYMENT BLOCKAGE NOTICE") from the Company or on behalf the holders of any Designated Senior Indebtedness. The Company may and shall resume payments on the Securities and the Trustee and the Holders may compel payment with respect to any payment under the Completion Guaranty: (a) in the case of default referred to in Section 8.3(i) hereof, upon the date on which such default is cured or waived by the holders of Designated Senior Indebtedness other than the Bank Indebtednessin writing, and (b) in case of a default referred to in Section 8.3(ii) hereof, the Representative earlier of the Bank Indebtedness may give one additional Blockage Notice within date on which such period; provided further, however, that in no event may nonpayment default is cured or waived by the total number holders of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such in writing or 179 days after the date on which the applicable Payment Blockage Period shall beNotice is received, or be madeunless the maturity of any Designated Senior Indebtedness has been accelerated. The Trustee, for the basis benefit of the commencement of a subsequent Payment Blockage Period by Holders, may exercise other remedies under the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.Completion Guaranty:

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant payment of any kind or character upon or in respect of the Notes (other than in (1) securities that are subordinated to Section 8.01 the same extent as the Notes to Senior Indebtedness and may not otherwise repurchase, redeem or otherwise retire any Securities securities issued in exchange for Senior Indebtedness and (except that Holders may receive 2) payments made from the trusts described in Sections 8.4 and retain Permitted Junior Securities8.5 hereof) if: (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 continuing; or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred any other default occurs and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which such default relates to accelerate its maturity and the Bank Trustee receives a notice of such default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed: (a) in the case of default referred to in Section 10.3(i), upon the Representative date on which such default is cured or waived, and (b) in case of a default referred to in Section 10.3(ii), upon the Bank Indebtedness may give one additional earlier of (i) the date on which such default is cured or waived or (ii) 179 days after the date on which the applicable Payment Blockage Notice within is received by the Trustee (unless the maturity of any Designated Senior Indebtedness has been accelerated or unless the provisions of this Article 10 otherwise do not permit such period; provided further, however, that in payment). In no event may the total number shall more than one period of days during which any Payment Blockage Period or Periods is payment blockage be made in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of receipt by the commencement Trustee of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period Notice shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by Notice. Following the Representative expiration of such Designated Senior Indebtednessany period during which the Company is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, whether or not within a period the Company will be obligated to resume making any and all required payments in respect of 360 consecutive daysthe Notes, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysincluding without limitation any missed payments.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if anya) or interest on the Securities or No Loan Party shall make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities payment in respect of the Senior Subordinated Obligations (except that Holders may receive and retain in Permitted Junior Securities) if: (collectively, "pay the Securities") if (ai) a default in the payment of the any principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company such Loan Party occurs and is continuing; or (ii) any other default (a "nonpayment default") occurs and is continuing or on any other amount owing in respect Designated Senior Indebtedness of any such Loan Party that permits holders of such Designated Senior Indebtedness is not paid when due, or of such Loan Party to accelerate its maturity and the Senior Subordinated Administrative Agent receives a notice of such default (ba "Payment Blockage Notice") any other default on from a Representative for the holders of such Designated Senior Indebtedness occurs of such Loan Party. (b) Payments in respect of the Senior Subordinated Obligations may and shall be resumed: (i) in the case of a default in payment of any principal or interest on any Designated Senior Indebtedness of any Loan Party, upon the date on which such default is cured or waived; and (ii) in case of a non-payment default on any Designated Senior Indebtedness of any Loan Party, the earliest of (x) the date on which such default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) the date the Senior Subordinated Administrative Agent receives notice from the Representative for such Designated Senior Indebtedness rescinding the Payment Blockage Notice, unless the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, of the applicable Loan Party has been accelerated. (c) No new Payment Blockage Notice may be delivered unless and until: (i) 360 days have elapsed since the default has been cured or waived and any such acceleration has been rescinded or delivery of the immediately prior Payment Blockage Notice; and (ii) such Designated all Senior Indebtedness has Subordinated Obligations that have come due have been paid in full in cash or Cash Equivalents; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such cash. (d) No non-payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Subordinated Administrative Agent shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period Notice. (e) If the Senior Subordinated Administrative Agent or any Senior Subordinated Lender receives a payment in respect of the Senior Subordinated Obligations (except in Permitted Junior Securities) when (i) the payment is prohibited by this Article X and (ii) the Representative Senior Subordinated Administrative Agent or such Senior Subordinated Lender has actual knowledge that the payment is prohibited, provided that such actual knowledge shall not be required in the case of such any default in payment of any principal or interest on any Designated Senior Indebtedness, whether the Senior Subordinated Administrative Agent or not within a period such Senior Subordinated Lender, as the case may be, shall hold the payment in trust for the benefit of 360 consecutive daysthe holders of Senior Indebtedness of the Loan Party from which such payment was received. Upon the proper written request of the holders of Senior Indebtedness of any Loan Party or if there is any default in payment of any principal or interest on any Designated Senior Indebtedness, unless the Senior Subordinated Administrative Agent or such default Senior Subordinated Lender, as the case may be, shall deliver the amounts in trust to the applicable holders of Senior Indebtedness or event of default shall have been cured or waived for a period of not less than 90 consecutive daystheir proper Representative.

Default on Designated Senior Indebtedness. (a) The Company Issuer may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 9.01) until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities other Obligations with respect to the Senior Indebtedness have been paid in full if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a1) a default (whether at stated maturity, upon acceleration or otherwise) in the payment of the any principal of, premium, if any, or interest on any Designated other Obligations with respect to Senior Indebtedness of the Company occurs and is continuing beyond any applicable grace period in the agreement, indenture or any other amount owing in respect of any document governing such Designated Senior Indebtedness is not paid when due, or Indebtedness; or (b2) any other default default, other than a payment default, on such Designated Senior Indebtedness occurs and is continuing that then permits holders of the maturity of such Designated Senior Indebtedness is accelerated in accordance with to accelerate 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company maturity and the Trustee receive written receives a notice approving such payment of the default (a “Payment Blockage Notice”) from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, . If the Company may resume payments on the Securities after the end of Trustee receives any such Payment Blockage PeriodNotice, including any missed payments. Not more than one no subsequent Payment Blockage Notice may shall be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For effective for purposes of this Section 10.03, no default or event unless and until at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. Any subsequent action or any breach of any covenants for a period ending after the date of delivery of the initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing will constitute a new default for this purpose. (b) The Issuer may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (1) in the case of a payment default (whether at stated maturity, upon acceleration or otherwise), the date upon which all payment defaults are cured or waived, and (2) in the case of a default referred to in clause (ii) of Section 11.03(a) hereof, the earliest of (1) the date on which all such non-payment defaults are cured or waived, (2) 179 days after the applicable Payment Blockage Notice is received or (3) the date on which the Trustee receives notice from the Representative for such Designated Senior Indebtedness rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Indebtedness has been accelerated. In the event that the Designated Senior Indebtedness is accelerated because of a default other than a payment default thereunder in accordance with the terms of such Designated Senior Indebtedness, and such acceleration has not been rescinded, then the failure to make the payment required arising from such acceleration shall constitute a payment default.

Default on Designated Senior Indebtedness. The Company may ----------------------------------------- not pay the principal of, or premium (if any) or interest on on, the Securities Notes or make any deposit pursuant to Section 8.01 the provisions of Article 12 and may not otherwise repurchasepurchase, ---------- redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) Notes (collectively, "pay the SecuritiesNotes") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such ------------- - Designated Senior Indebtedness is not paid when due, due in cash or Cash Equivalents or (bii) any other default on such Designated Senior Indebtedness occurs and the -- maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms (either such event, a "Payment Default") unless, in either case, --------------- (ix) the default Payment Default has been cured or waived and any such acceleration has - been rescinded in writing or (iiy) such Designated Senior Indebtedness has been - paid in full in cash or Cash Equivalents; provided, however, provided that the Company may pay the Securities -------- Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of for the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence Payment Default has occurred and is continuing. During In addition, during the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentencePayment Default) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periodsperiod (a "Non-payment Default"), the Company ------------------- may not pay the Securities Notes for a the period specified as follows (a "Payment Blockage ---------------- Period") commencing ). The Payment Blockage Period shall commence upon the receipt by the ------ Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of --------------- such default Non-payment Default from the Representative of the holders of for such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending shall end on the earliest to occur of the following events: (i) 179 days thereafter shall - have elapsed since such receipt of such Blockage Notice, (ii) the Non-payment -- Default giving rise to such Blockage Notice is no longer continuing (and no other Payment Default or earlier if Non-payment Default is then continuing), (iii) such --- Designated Senior Indebtedness shall have been discharged or repaid in full in cash or Cash Equivalents or (iv) such Payment Blockage Period is shall have been -- terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice. The Company shall promptly resume payments on the Notes, (ii) because including any missed payments, after such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b))Period ends, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such or any Payment Blockage Period, including any missed paymentsDefault otherwise exists. Not more than one Blockage Notice may be given in any 360 consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The (a) No payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Payments and Permitted Junior Securities), may not pay be made by or on behalf of the Company on account of principal of, premium (if any) of or interest on the Securities Notes or make on account of the purchase, redemption or other acquisition of Notes upon the occurrence of any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in the payment (whether at Stated Maturity, upon scheduled installment, by acceleration or otherwise) of the principal of, premium, if any, of or interest on any Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable grace period (a "Payment Default") until such Payment Default shall have been cured or any other amount owing waived in respect of any writing or shall have ceased to exist or such Designated Senior Indebtedness is not paid when due, shall have been discharged or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or cash equivalents. (b) of this sentence has occurred and is continuing. During the continuance No payment or distribution of any default assets of the Company of any kind or character, whether in cash, property or securities (other than a default described in clause (a) Permitted Payments and Permitted Junior Securities), may be made by or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness on behalf of the Company pursuant to which on account of principal of or interest on the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) Notes or on account of the expiration purchase, redemption or other acquisition of any applicable grace periods, Notes for the Company may not pay the Securities for a period specified below (a "Payment Blockage Period") commencing upon the receipt by occurrence of any default or event of default with respect to any Designated Senior Indebtedness other than any Payment Default pursuant to which the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders maturity of such Designated Senior Indebtedness specifying an election to effect may be accelerated (a "Non-Payment Default") and receipt by the Trustee of written notice thereof from the Company or the trustee or other representative of holders of Designated Senior Indebtedness. (c) The Payment Blockage Period will commence upon the date of receipt by the Trustee of written notice from the Company or such other representative of the holders of the Designated Senior Indebtedness in respect of which the Non-Payment Default exists and ending shall end on the earliest of: (i) 179 days thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated); (ii) the date on which such Non-Payment Default is cured, waived or earlier if ceases to exist; (iii) the date on which such Designated Senior Indebtedness is discharged or paid in full; or (iv) the date on which such Payment Blockage Period is shall have been terminated (i) by written notice to the Trustee and or the Company from the Person trustee or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of other representative initiating such Payment Blockage Period, after which the Company will resume making any and all required payments in respect of the Notes, including any missed payments. Not In any event, not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate may be commenced during any 360 period of 365 consecutive day perioddays. For purposes of this Section 10.03, no default or event of default No Non-Payment Default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall will be, or can be made, the basis of for the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysPeriod, unless such default or event of default shall have Non-Payment Default has been cured or waived for a period of not less than 90 consecutive daysdays subsequent to the commencement of such initial Payment Blockage Period.

Default on Designated Senior Indebtedness. The Company also may not pay make any payment upon or in respect of the principal ofSubordinated Note Obligations, premium (if any) or interest on the except in Permitted Junior Securities or make any deposit pursuant from the trust described in Article 8 hereof until all obligations with respect to Section 8.01 and may not otherwise repurchase, redeem Senior Indebtedness have been paid in full in cash or otherwise retire any Securities Cash Equivalents if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a1) a default in the payment of the principal (including reimbursement obligations in respect of letters of credit) of, premium, if any, or interest on any Designated Senior Indebtedness or commitment, letter of the Company occurs and is continuing credit or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when dueadministrative fees relating to, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity is continuing beyond any applicable period of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, grace; or (i2) the any other default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred occurs and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any permits holders of the Designated Senior Indebtedness other than as to which that default relates to accelerate its maturity and the Bank Trustee receives a notice of that default (a "PAYMENT BLOCKAGE NOTICE") from the Company or the holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed: (1) in the case of a payment default, upon the date on which that default is cured or waived; and (2) in case of a nonpayment default, the Representative earlier of the Bank Indebtedness may give one additional date on which that nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice within such period; provided furtheris received, however, that in no event unless the maturity of any Designated Senior Indebtedness has been accelerated. No new period of payment blockage may be commenced unless and until 360 days have elapsed since the total number effectiveness of days during which any the immediately prior Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodNotice. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of that default shall have been waived or cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in the payment of the any principal of, premiuminterest on, if unpaid drawings for letters of credit in respect of, or regularly accruing fees with respect to any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, due or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 amounts due under Designated Senior Indebtedness has have been paid in full in cash or Cash Equivalentsfull; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and a Trust Officer of the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by a Trust Officer of the Trustee (with a copy to the Company) of written notice specified as a "notice of default" and describing with particularity the default under such Designated Senior Indebtedness (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (ia) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (iib) because by repayment in full of such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iiic) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)Section), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03Section, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company Issuers may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment upon or in respect of the Senior Subordinated Notes (except in (i) Permitted Junior Securities and (ii) payments made from any defeasance trust created pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities 8.1 hereof) if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the any principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company Debt occurs and is continuing or beyond any other amount owing in respect applicable period of any such Designated Senior Indebtedness is not paid when due, or grace; or (bii) any other default on such occurs and is continuing with respect to Designated Senior Indebtedness occurs Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the maturity Trustee receives a notice of such default (a "Payment Blockage Notice") from any of the Issuers or the holders of any Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, Debt. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the default has been cured or waived effectiveness of the immediately prior Payment Blockage Notice and any such acceleration has been rescinded or (ii) such Designated all scheduled payments of principal, premium, if any, and interest on the Senior Indebtedness has Subordinated Notes that have come due have been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingcash. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive 180 days. The Issuers may and shall resume payments on and distributions in respect of the Senior Subordinated Notes and may acquire them upon the earlier of: (1) in the case of a default referred to in Section 10.4(i) hereof, the date upon which such default is cured or waived, or (2) in the case of a default referred to in Section 10.4(ii) hereof, the earlier of the date on which such 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 has been accelerated, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Indebtedness. The Company Issuers may not pay the principal of, premium (if any) or interest on on, the Securities or make any deposit pursuant to the provisions described under Section 8.01 and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior SecuritiesSecurities and (b) payments made from the trust described under Article 8) (collectively, "“pay the Securities"”) if if: (a1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of the Company is not paid when due, or or (b2) any other default on such Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness of the Company is accelerated in accordance with its terms 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 Indebtedness has been paid in full in cash or Cash Equivalentscash; provided, however, that the Company Issuers 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a1) or (b2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a1) or (b2) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "“Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, ; (ii) because such Designated Senior Indebtedness has been repaid by repayment in full in cash or Cash Equivalents of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and in Section 10.02(b)10.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness or a payment default exists, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided. In no event, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysdays (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness 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 Indebtedness. The (a) No ------------------------------------------ payment or distribution of any assets of the Company may not pay the principal ofof any kind or character, premium whether in cash, property or securities (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain other than Permitted Junior Securities) (collectively), "pay the Securities") if (a) a default in the payment may be made by or on behalf of the Company on account of principal of, premium, if any, or interest on the Notes or on account of the purchase, redemption or other acquisition of Notes upon the occurrence of any default in payment (whether at Stated Maturity, upon scheduled installment, by acceleration or otherwise) of principal of, premium, if any, or interest on Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable grace period (a "Payment Default") until such Payment Default shall have been cured or any other amount owing waived in respect of any writing or shall have ceased to exist or such Designated Senior Indebtedness is not paid when due, shall have been discharged or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or cash equivalents. (b) No payment or distribution of this sentence has occurred and is continuing. During any assets of the continuance Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities), may be made by or on behalf of the Company on account of principal of, premium, if any, or interest on the Notes or on account of the purchase, redemption or other acquisition of Notes for the period specified below (a "Payment Blockage Period") upon the occurrence of any default (other than a or event of default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company other than any Payment Default pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Non-Payment Blockage PeriodDefault") commencing upon the and receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default thereof from the Representative trustee or other representative of holders of Designated Senior Indebtedness. The Payment Blockage Period will commence upon the date of receipt by the Trustee of written notice from the trustee or such other representative of the holders of the Designated Senior Indebtedness in respect of which the Non-Payment Default exists and shall end on the earliest of: (i) 179 days thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated); (ii) the date on which such Non-Payment Default is cured, waived or ceases to exist; (iii) the date on which such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter is discharged or paid in full; or (or earlier if iv) the date on which such Payment Blockage Period is shall have been terminated (i) by written notice to the Trustee and or the Company from the Person trustee or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of other representative initiating such Payment Blockage Period, after which the Company will resume making any and all required payments in respect of the Notes, including any missed payments. Not In any event, not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate may be commenced during any 360 period of 365 consecutive day perioddays. For purposes of this Section 10.03, no default or event of default No Non-Payment Default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall will be, or can be made, the basis of for the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysPeriod, unless such default or event of default shall have Non-Payment Default has been cured or waived for a period of not less than 90 consecutive daysdays subsequent to the commencement of such initial Payment Blockage Period.

Default on Designated Senior Indebtedness. The Company may not pay During the principal of, premium (if any) or interest on the Securities or make continuance of any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in the payment of the Designated Senior Indebtedness of the Company or a Subsidiary Guarantor at maturity or pursuant to which the maturity thereof may immediately be accelerated beyond the applicable grace period, no payment or distribution of any assets of the Company or such Subsidiary Guarantor of any kind or character (excluding any payment or distribution provided for by a plan of reorganization giving effect to these subordination provisions of certain permitted equity or securities that are subordinated to the Senior Indebtedness or securities exchanged for Senior Indebtedness pursuant to a plan of reorganization to at least the same extent as the Notes and which have a term which exceeds the term of such Senior Indebtedness and other than payments from trusts previously created pursuant to the provisions described in Article Thirteen) shall be made to the Holders on account of the principal of, premium, if any, or interest (including Additional Interest) on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in amounts payable with respect of any such Designated Senior Indebtedness is not paid when duethereto, or (b) any the purchase, redemption or other default on acquisition of, the Notes or such Designated Senior Indebtedness occurs Subsidiary Guarantee, respectively, unless and the maturity of until such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration or has been rescinded ceased to exist or (ii) such Designated Senior Indebtedness has shall have been discharged or paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingfull. During the continuance of any non-payment default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company or a Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period in accordance with its terms (a "Payment Blockage Period"“Non-payment Default”) commencing upon the and after receipt by the Trustee from the representatives of holders of such Designated Senior Indebtedness of a written notice of such Non-Payment Default, no payment or distribution of any assets of the Company or such Subsidiary Guarantor, respectively, of any kind or character (with excluding any payment or distribution provided for by a copy plan of reorganization giving effect to these subordination provisions of certain permitted equity or securities that are subordinated to Senior Indebtedness or securities exchanged for Senior Indebtedness pursuant to a plan of reorganization to at least the same extent as the Notes and which have a term which exceeds the term of such Senior Indebtedness and other than payments from trusts previously created pursuant to the Companyprovisions described in Article Thirteen) may be made by the Company or such Subsidiary Guarantor, respectively, to the Holders on account of the principal of, premium, if any, or interest (including Additional Interest) on or any amounts payable with respect to, or the purchase, redemption or other acquisition of, the Notes or such Subsidiary Guarantee, respectively, for the period specified hereinbelow (the “Payment Blockage Period”). The Payment Blockage Period will commence upon the receipt of written notice (of a "Blockage Notice") of such default Non-payment Default by the Trustee from the Representative representatives of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending will end on the earlier to occur of the following events: (a) 179 days thereafter shall have elapsed since the receipt of such notice of a Non-payment Default (provided that such Designated Senior Indebtedness shall not theretofore have been accelerated), (b) such default is cured or earlier if waived or ceases to exist or such Designated Senior Indebtedness is discharged or (c) such Payment Blockage Period is shall have been terminated (i) by written notice to the Company or the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such representatives of holders of Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of initiating such Payment Blockage Period. After the end of any Payment Blockage Period, the Company shall promptly resume making any and all required payments in respect of the Notes, including any missed payments. Not Notwithstanding anything in this Article Fourteen or the Notes to the contrary: (a) in no event shall a Payment Blockage Period extend beyond 179 days from the date of the receipt by the Trustee of the notice initiating such Payment Blockage Period, (b) there shall be a period of at least 186 consecutive days in each 365-day period when no Payment Blockage Period is in effect, and (c) not more than one Payment Blockage Notice Period with respect to the Notes may be given in commenced within any period of 365 consecutive 360days. A Non-day period, irrespective of the number of defaults payment Default with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of not give rise to the commencement of a subsequent second Payment Blockage Period by the Representative of such Designated Senior IndebtednessPeriod, whether or not within a period of 360 365 consecutive days, unless such default or event of default shall have Non-payment Default has been cured or waived for a period of not less than 90 consecutive daysdays and subsequently recurs.

Default on Designated Senior Indebtedness. (a) The Company may not pay the principal of, premium (if any) or interest on, the Notes or any other payment on or relating to the Securities Notes or under this Indenture, or make any deposit pursuant to Section 8.01 and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities Notes (except that Holders may receive and retain (a) Permitted Junior SecuritiesSecurities and (b) payments made from the trust described in Section 8.01 so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating this Article 10 or any other material agreement binding on the Company, including the Credit Agreement) (collectively, "“pay the Securities"Notes”) if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (bii) any other default on such Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; providedcash. However, however, that the Company may pay the Securities Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each series of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this the immediately preceding sentence has occurred and is continuing. During In addition to the foregoing, during the continuance of any default (other than a default described in clause (ai) or (bii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated (x) immediately without further notice (except such notice as may be required to effect such acceleration) or (y) upon the expiration of any applicable grace periods, the Company may not pay the Securities Notes for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "“Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending on the earliest to occur of the following events: (1) 179 days thereafter shall have elapsed since the receipt of such Blockage Notice; (or earlier if 2) such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, ; (ii3) because such Designated Senior Indebtedness has been repaid the repayment in full in cash or Cash Equivalents of such defaulted Designated Senior Indebtedness; or (iii4) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and in Section 10.02(b)10.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities Notes, after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in In no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03provision, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. (b) After the occurrence of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness (or their Representative) of such occurrence. If any Designated Senior Indebtedness is outstanding, the Company may not make any payments then due on the Notes until five Business Days after the holders or the Representative of such Designated Senior Indebtedness receives notice of such occurrence and, thereafter, may pay the Notes only if the provisions of this Article 10 otherwise permit payment at that time.

Default on Designated Senior Indebtedness. The (a) No payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (other than a payment or distribution in the form of Permitted Junior Securities and payments made pursuant to the provisions described in Article VIII from monies or U.S. Government Obligations previously deposited with the Trustee), may not pay be made by or on behalf of the Company on account of principal of, premium (premium, if any) , interest or interest Additional Amounts, if any, on the Securities or make on account of the purchase, redemption or other acquisition of Securities upon the occurrence of any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in the payment (whether at Stated Maturity, upon scheduled installment, by acceleration or otherwise) of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable grace period (a "Payment Default") until such Payment Default shall have been cured or any other amount owing waived in respect of any writing or shall have ceased to exist or such Designated Senior Indebtedness is not paid when due, shall have been discharged or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or . (b) of this sentence has occurred and is continuing. During the continuance No payment or distribution of any default assets of the Company of any kind or character, whether in cash, property or securities (other than a default payment or distribution in the form of Permitted Junior Securities and payments made pursuant to the provisions described in clause (a) Article VIII from monies or (b) U.S. Government Obligations previously deposited with the Trustee), may be made by or on behalf of the preceding sentenceCompany on account of principal of, premium, if any, interest or Additional Amounts, if any, on the Securities or on account of the purchase, redemption or other acquisition of Notes for the period specified below (a "Payment Blockage Period") upon the occurrence of any default or event of default with respect to any Designated Senior Indebtedness of the Company (other than any Payment Default) pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Non-Payment Blockage PeriodDefault") commencing upon the and receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default thereof from the Representative trustee or the representative of holders of Designated Senior Indebtedness. The Payment Blockage Period will commence upon the date of receipt by the Trustee of written notice from the trustee or the representative of the holders of the Designated Senior Indebtedness in respect of which the Non-Payment Default exists and shall end on the earliest of: (i) 179 days thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated); (ii) the date on which such Non-Payment Default is cured or waived; (iii) the date on which such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter is discharged or paid in full; or (or earlier if iv) the date on which such Payment Blockage Period is shall have been terminated (i) by written notice to the Trustee and or the Company from the Person trustee or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of other representative initiating such Payment Blockage Period, after which the Company will resume making any and all required payments in respect of the Securities, including any missed payments. Not In any event, not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate may be commenced during any 360 period of 365 consecutive day perioddays. For purposes of this Section 10.03, no default or event of default No Non-Payment Default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall will be, or can be made, the basis of for the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysPeriod, unless such default or event of default shall have Non-Payment Default has been cured or waived for a period of not less than 90 consecutive daysdays subsequent to the commencement of such initial Payment Blockage Period.

Default on Designated Senior Indebtedness. The (a) No payment or distribution of any assets of the Company may not pay the principal ofof any kind or character, premium whether in cash, property or securities (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 other than Permitted Payments and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively), "pay the Securities") if (a) a default in the payment may be made by or on behalf of the Company on account of principal of, premium, if any, or interest on the Notes or on account of the purchase, redemption or other acquisition of Notes upon the occurrence of any default in payment (whether at Stated Maturity, upon scheduled installment, by acceleration or otherwise) of principal of, premium, if any, or interest on Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable grace period (a "Payment Default") until such Payment Default shall have been cured or any other amount owing waived in respect of any writing or shall have ceased to exist or such Designated Senior Indebtedness is not paid when due, shall have been discharged or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or cash equivalents. (b) No payment or distribution of this sentence has occurred any assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Payments and is continuing. During Permitted Junior Securities), may be made by or on behalf of the continuance Company on account of principal of, premium, if any, or interest on the Notes or on account of the purchase, redemption or other acquisition of Notes for the period specified below (a "Payment Blockage Period") upon the occurrence of any default (other than a or event of default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company other than any Payment Default pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Non-Payment Blockage PeriodDefault") commencing upon the and receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default thereof from the Representative Company or the trustee or other representative of holders of Designated Senior Indebtedness. The Payment Blockage Period will commence upon the date of receipt by the Trustee of written notice from the trustee or such other representative of the holders of the Designated Senior Indebtedness in respect of which the Non-Payment Default exists and shall end on the earliest of: (i) 179 days thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been accelerated); (ii) the date on which such Non-Payment Default is cured, waived or ceases to exist; (iii) the date on which such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter is discharged or paid in full; or (or earlier if iv) the date on which such Payment Blockage Period is shall have been terminated (i) by written notice to the Trustee and or the Company from the Person trustee or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of other representative initiating such Payment Blockage Period, after which the Company will resume making any and all required payments in respect of the Notes, including any missed payments. Not In any event, not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate may be commenced during any 360 period of 365 consecutive day perioddays. For purposes of this Section 10.03, no default or event of default No Non-Payment Default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall will be, or can be made, the basis of for the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysPeriod, unless such default or event of default shall have Non-Payment Default has been cured or waived for a period of not less than 90 consecutive daysdays subsequent to the commencement of such initial Payment Blockage Period.

Default on Designated Senior Indebtedness. (a) The ----------------------------------------- Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment upon or with respect to the Notes (other than (i) Subordinated Reorganization Securities and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities hereof) if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the any principal of, premium, if any, or interest on on, or of any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing regularly accruing fees constituting, Obligations in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period in the maturity of agreement, indenture or other document governing such Designated Senior Indebtedness 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 Indebtedness; or (ii) such any other default occurs and is continuing with respect to Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 which permits holders of such Designated Senior Indebtedness with respect as to which either such default relates to accelerate its maturity and the Trustee receives a notice of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any such default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from a Person who may give it pursuant to Section 10.10 hereof. If the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if Trustee receives any such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such no subsequent Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For effective for purposes of this Section 10.03, no 10.03 unless and until at least 360 days shall have elapsed since the first day of the effectiveness of the immediately prior Payment Blockage Notice. No default or event of default specified in this clause (ii) that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysNotice, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days. (b) The Company may and shall resume payments on and distributions in respect of the Notes and may acquire them: (i) in the case of a default referred to in Section 10.03(a)(i), the date upon which such default is cured or waived, or (ii) in the case of a default referred to in Section 10.03(a)(ii) hereof, the earlier of the date on which such 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 Indebtedness has been accelerated, if this Article X otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Indebtedness. The (a) Neither the Company nor any Guarantor may not pay the principal of, premium (if any) or interest on the Securities Notes or make any deposit pursuant to Section 8.01 Sections 4.02 and 4.03 and may not otherwise repurchase, redeem purchase or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) Notes (collectively, "pay the SecuritiesNotes") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness Guarantor, as applicable, is not paid when due, due or (bii) any other default on such Designated Senior Indebtedness of the Company or such Guarantor, as applicable, occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms terms, unless, in either case, (ix) the default has been cured or waived and and/or any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalentsfull; providedPROVIDED, howeverHOWEVER, that the Company or such Guarantor may pay the Securities Notes, whether directly by the Company or by such Guarantor, without the regard to the foregoing if the Company or such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this sentence has occurred and is continuing. . (b) During the continuance of any default (other than a default described in clause Section 14.03(a) (ai) or and (b) of the preceding sentenceii)) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, neither the Company (in the case of the Designated Senior Indebtedness of the Company) nor any Guarantor (in the case of Designated Senior Indebtedness of the Guarantor and subject to Section 12.02) may not pay the Securities Notes for a period (a the "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company or such Guarantor from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (sentence, but subject to the provisions contained in of Section 14.03(a) and the first sentence provisions of this Section and in Section 10.02(b14.02(a)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company or the Guarantors, as applicable, may resume payments on the Securities Notes after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such and there shall be a period of at least 180 consecutive days in each 360-day period when no Payment Blockage Period is given by or on behalf of any holders of in effect. A non-payment default with respect to Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or cannot be made, made the basis of for the commencement of a subsequent second Payment Blockage Period by the Representative of such Designated Senior IndebtednessPeriod, whether or not within a period of 360 365 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive daysdays and subsequently recurs.

Default on Designated Senior Indebtedness. The Company also may not pay make any payment upon or in respect of the principal of, premium Notes (if any) or interest on the except in Permitted Junior Securities or make any deposit pursuant to Section 8.01 and may from the trust described in Article 8 so long as the funding of such trust did not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay violate the Securities"provisions of this Article 11) if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity is continuing beyond any applicable period of such Designated Senior Indebtedness 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 grace or (ii) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred any other default occurs and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults continuing with respect to Designated Senior Indebtedness during that permits holders of the Designated Senior Indebtedness as to which such period; provided, however, that if default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from the Company or the holders of any Blockage Notice within such 360-day period is given by Designated Senior Indebtedness or a representative acting on behalf of such holders. Payments on the 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 the date on which such nonpayment default is cured or waived in writing or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any holders of Designated Senior Indebtedness other than has been accelerat- ed. No new period of payment blockage under clause (ii) above may be commenced unless and until 360 days have elapsed since the Bank Indebtedness, the Representative effectiveness of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any immediately prior Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodNotice. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on on, the Securities Notes or make any deposit pursuant to Section 8.01 the provisions described under "Defeasance" below and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) Notes (collectively, "pay the SecuritiesNotes") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, due or (bii) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; providedfull. However, however, that the Company may and shall pay the Securities Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (ai) or (bii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained described in the first sentence of this Section and in Section 10.02(b)paragraph), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities Notes after the end of such Payment Blockage Period, including any missed payments. Not The Notes shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. 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 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 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 issued. Failure to give such notice shall not affect the subordination of the Notes to the Senior Indebtedness or the application of the other provisions provided in this Article 11.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (i) Equity Interests or debt securities that are subordinated to at least the same extent as the Notes to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities other Obligations with respect to the Senior Indebtedness have been paid in full if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of any principal or other Obligations with respect to Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period in the principal ofagreement, indenture or other document governing such Designated Senior Indebtedness; or (ii) a default, other than a payment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of the Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative with respect to such Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of 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, or and interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has Notes that have come due have been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingcash. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of 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: (1) the date upon which the default is cured or waived, or (2) in the case of a default referred to in Section 10.03(ii) hereof, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Indebtedness. The (a) No payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities), may not pay be made by or on behalf of the Company on account of principal ofof or premium, premium (if any) , or interest on the Securities Notes or make on account of the purchase, redemption or other acquisition of Notes upon the occurrence of any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in the payment (whether at stated maturity, upon scheduled installment, by acceleration or otherwise) of the any principal of, of or premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable grace period (a "Payment Default") until such Payment Default shall have been cured or any other amount owing in respect of any waived or shall have ceased to exist or such Designated Senior Indebtedness is not paid when due, shall have been discharged or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or cash equivalents. (b) of this sentence has occurred and is continuing. During the continuance No payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities), may be made by or on behalf of the Company on account of principal of or premium, if any, or interest on the Notes or on account of the purchase, redemption or other acquisition of Notes during the period specified below (a "Payment Blockage Period") upon (i) the occurrence of any default or event of default (other than a default described in clause (a) or (b) of the preceding sentencePayment Default) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof of such Designated Senior Indebtedness may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Non-Payment Blockage PeriodDefault") commencing upon the and (ii) receipt by the Trustee (with a copy to the Company) Company of written notice (a "Blockage Notice") of such default thereof from the Representative trustee or other representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Indebtedness. The Payment Blockage Period will commence upon the date of receipt by the Company of such written notice from the trustee or such other representative of the holders of the Designated Senior Indebtedness in respect of which the Non-Payment Default exists and ending shall end on the earliest of: (i) 179 days thereafter (unless the Designated Senior Indebtedness as to which the notice was given shall have been accelerated and such acceleration shall not have been rescinded, waived or earlier if annulled); (ii) the date on which such Non-Payment Default is cured, waived or ceases to exist; (iii) the date on which such Designated Senior Indebtedness is discharged in accordance with its terms or paid in full in cash or cash equivalents; or (iv) the date on which such Payment Blockage Period is shall have been terminated (i) by written notice to the Trustee and or the Company from the Person trustee or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of other representative initiating such Payment Blockage Period, after which the Company will resume making any and all required payments in respect of the Notes, including any missed payments. Not In any event, not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate may be commenced during any 360 period of 365 consecutive day perioddays. For purposes of this Section 10.03, no default or event of default No Non-Payment Default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall will be, or can be made, the basis of for the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysPeriod, unless such default or event of default shall have Non-Payment Default has been cured or waived for a period of not less than 90 60 consecutive daysdays subsequent to the commencement of such initial Payment Blockage Period.

Default on Designated Senior Indebtedness. The (a) No payment or distribution of any assets of the Company of any kind or character, whether in cash, property or securities (other than Permitted Junior Securities), may not pay be made by or on behalf of the Company on account of principal of, premium (if any) of or interest on the Securities or make on account of the purchase, redemption or other acquisition of Securities upon the occurrence of any deposit pursuant default in payment (whether at scheduled maturity, upon scheduled installment, by acceleration or otherwise) of principal of or interest on Designated Senior Indebtedness beyond any applicable grace period (a “Payment Default”) until such Payment Default shall have been cured or waived in writing or shall have ceased to Section 8.01 and may not otherwise repurchaseexist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash or cash equivalents. (b) No payment or distribution of any assets of the Company of any kind or character, redeem whether in cash, property or otherwise retire any Securities securities (except that Holders may receive and retain other than Permitted Junior Securities) (collectively), "pay the Securities") if (a) a default in the payment may be made by or on behalf of the Company on account of principal of, premium, if any, of or interest on the Securities or on account of the purchase, redemption or other acquisition of Securities for the period specified below (a “Payment Blockage Period”) upon the occurrence of any default or event of default with respect to any Designated Senior Indebtedness of the Company occurs and is continuing or other than any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and Payment Default pursuant to which the maturity of such Designated Senior Indebtedness is may be accelerated (a “Non-Payment Default”) and receipt by the Trustee of written notice thereof from the Company or the trustee or other representative of holders of Designated Senior Indebtedness. (c) The Payment Blockage Period shall commence upon the date of receipt by the Trustee of written notice from the Company or such other representative of the holders of the Designated Senior Indebtedness in accordance with its terms unless, in either case, respect of which the Non-Payment Default exists and shall end on the earliest of: (i) the default has 179 days thereafter (provided that any Designated Senior Indebtedness as to which notice was given shall not theretofore have been cured or waived and any such acceleration has been rescinded or accelerated); (ii) the date on which such Non-Payment Default is cured, waived or ceases to exist; (iii) the date on which such Designated Senior Indebtedness has been is discharged or paid in full in cash or Cash Equivalentsfull; provided, however, that or (iv) 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 holders of such Designated Senior Indebtedness with respect to date on which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is shall have been terminated (i) by written notice to the Trustee and or the Company from the Person trustee or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of other representative initiating such Payment Blockage Period, after which the Company shall resume making any and all required payments in respect of the Securities, including any missed payments. Not In any event, not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate may be commenced during any 360 period of 365 consecutive day perioddays. For purposes of this Section 10.03, no default or event of default No Non-Payment Default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall will be, or can be made, the basis of for the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysPeriod, unless such default or event of default shall have Non-Payment Default has been cured or waived for a period of not less than 90 consecutive daysdays subsequent to the commencement of such initial Payment Blockage Period.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (i) securities that are subordinated to at least the same extent as the Notes to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 8.1 hereof) until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities other Obligations with respect to the Senior Indebtedness have been paid in full if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the any principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults Obligations with respect to Designated Senior Indebtedness during occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such periodDesignated Senior Indebtedness; providedor (ii) a default, howeverother than a payment default, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative occurs and is continuing that then permits holders of the Bank Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Person who may give one additional it pursuant to Section 10.11 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For shall be effective for purposes of this Section 10.03, no default or event 10.3 unless and until at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by Notice. The Company may and shall resume payments on and distributions in respect of the Representative Notes and may acquire them upon the earlier of: (1) the date upon which the default is cured or waived, or (2) in the case of a default referred to in Section 10.3(ii) hereof, 179 days pass after notice is received if the maturity of such Designated Senior IndebtednessIndebtedness has not been accelerated, whether if this Article 10 otherwise permits the payment, distribution or not within a period acquistion at the time of 360 consecutive days, unless such default payment or event of default shall have been cured or waived for a period of not less than 90 consecutive daysacquisition.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property (other than (i) Equity Interests or debt securities that are subordinated to at least the same extent as the Notes to (A) Senior Indebtedness and (B) any securities issued in exchange for Senior Indebtedness and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay other Obligations with respect to the Securities") if Senior Indebtedness have been paid in full if: (a) a default in the payment of any principal of or other Obligations with respect to Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period in the principal ofagreement, indenture or other document governing such Designated Senior Indebtedness; or (b) a default, other than a payment default under clause (a) above, on Designated Senior Indebtedness occurs and is continuing that then permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative with respect to such Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of 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, or and interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has Notes that have come due have been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuingcash. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of 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: (1) the date upon which the default is cured or waived, or (2) in the case of a default referred to in clause (b) of the preceding paragraph, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, if this Article X otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) No direct or indirect payment by or on behalf of any Guarantor of Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with Sections 8.01, 8.02 or 8.03, as long as all of the conditions to deposit into such trust were satisfied at the time of such deposit), whether pursuant to the terms of the Notes or any Note Guarantee or upon acceleration or otherwise shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the principal obligations on any Senior Indebtedness and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, no payment of Senior Subordinated Obligations (other than with the money, securities or proceeds held under any defeasance trust established in accordance with Sections 8.01, 8.02 or 8.03, as long as all of the conditions to deposit into such trust were satisfied at the time of such deposit) may be made by or on behalf of any Guarantor upon or in respect of the Notes during any Payment Blockage Period (unless, in each case, such Payment Blockage Period shall be terminated by written notice to the Trustee from such trustee of, premiumor other representative for, if any, or interest on any the holders of the Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any which such Designated Senior Indebtedness is not paid when due, Payment Blockage Period was commenced or (b) any other default on such Designated Senior Indebtedness occurs and the maturity by payment in full in cash or cash equivalents of such Designated Senior Indebtedness is accelerated in accordance (and any other Designated Senior Indebtedness with its terms unless, in either case, (ian event of default then permitting acceleration) the or all events of default has with respect to all Designated Senior Indebtedness then outstanding have been cured or waived waived). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 12.03(a), such payment shall be held in trust for the benefit of, and any such acceleration has been rescinded shall be paid over or (ii) such Designated delivered to, the holders of Senior Indebtedness has been (proportionately to such holders on the basis of the respective amount of Senior Indebtedness held by such holders) or their respective representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Indebtedness, if any, received from the holders of Senior Indebtedness (or their representatives) or, if such information is not received from such holders or their representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Indebtedness. Nothing contained in this Article XII shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Senior Indebtedness thereafter due or declared to be due shall first be paid in full in cash or Cash Equivalents; provided, however, that cash equivalents before the Company may pay the Securities without regard Holders are entitled to the foregoing if the Company and the Trustee receive written notice approving such any payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) kind or (b) of the preceding sentence) character with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysSubordinated Obligations.

Default on Designated Senior Indebtedness. The Company and the Guarantors may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes or the applicable Guarantees and may not acquire from the Trustee or any Holder any Notes or the applicable Guarantees for cash or property (other than (i) securities that are subordinated to at least the same extent as the Notes or the applicable Guarantees to (a) Senior Indebtedness or the applicable Guarantor Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness or the applicable Guarantor Senior Indebtedness and (ii) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) until all principal and may not otherwise repurchase, redeem other Obligations with respect to the Senior Indebtedness or otherwise retire any Securities the applicable Guarantor Senior Indebtedness have been paid in full if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the any principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults Obligations with respect to Designated Senior Indebtedness during occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (a "Payment Default"); or (ii) a default, other than the Bank Indebtednessa payment default, the Representative on Designated Senior Indebtedness occurs and is continuing that then permits holders of the Bank Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from a Person who may give one additional it pursuant to 74 76 Section 10.11 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For shall be effective for purposes of this Section 10.03, no default or event 10.03 unless and until at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by Notice. The Company may and shall resume payments on and distributions in respect of the Representative Notes and may acquire them upon the earlier of: (1) the date upon which the default is cured or waived, or (2) in the case of a default referred to in Section 10.03(ii) hereof, 179 days pass after notice is received if the maturity of such Designated Senior IndebtednessIndebtedness has not been accelerated, whether if this Article 10 otherwise permits the payment, distribution or not within a period acquisition at the time of 360 consecutive days, unless such default payment or event of default shall have been cured or waived for a period of not less than 90 consecutive daysacquisition.

Default on Designated Senior Indebtedness. The Company Issuers may not pay the principal of, premium (if any) or interest on on, the Securities or make any deposit pursuant to the provisions described under Section 8.01 and may not otherwise repurchasepurchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior SecuritiesSecurities and (b) payments made from the trust described under Article 8) (collectively, "“pay the Securities"”) if if: (aA) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company such Issuer occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of the Company is not paid when due, or or (bB) any other default on such Designated Senior Indebtedness of such Issuer occurs and the maturity of such Designated Senior Indebtedness of such Issuer is accelerated in accordance with its terms 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 Indebtedness has been paid in full in cash or Cash Equivalentscash; provided, however, that the Company Issuers 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a1) or (b2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a1) or (b2) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company Issuers pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "“Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, ; (ii) because such Designated Senior Indebtedness has been repaid by repayment in full in cash or Cash Equivalents of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 10.03 and in Section 10.02(b)10.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness or a payment default exists, the Company Issuers may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided. In no event, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysdays (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness 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 Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, due or (bii) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalentsfull; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (ai) or (bii) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing)continuing or (iii) because such Designated Senior Indebtedness has been repaid in full. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)Section), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may shall resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtednesslenders under any Credit Agreement), the Representative of the Bank Indebtedness lenders under any Credit Agreement may give one additional another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03Section, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, due or (bii) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalentsfull; providedPROVIDED, howeverHOWEVER, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (ai) or (bii) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing)continuing or (iii) because such Designated Senior Indebtedness has been repaid in full. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)Section), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may shall resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; providedPROVIDED, howeverHOWEVER, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtednesslenders under any Credit Agreement), the Representative of the Bank Indebtedness lenders under any Credit Agreement may give one additional another Blockage Notice within such period; provided furtherPROVIDED FURTHER, howeverHOWEVER, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03Section, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default The Company also shall not make any payment in the payment respect of the principal of, premium, if any, Notes (except in Permitted Junior Securities or interest from a trust pursuant to Article 8 hereof) if: (1) a payment default on any Designated Senior Indebtedness of the Company occurs and is continuing or beyond any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or applicable grace period; or (b2) any other default occurs and is continuing on such any series of Designated Senior Indebtedness occurs of the Company that permits holders of that series of Designated Senior Indebtedness of the Company to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior Indebtedness of the Company. (b) Payments on the Notes may and shall be resumed by the Company: (1) in the case of a payment default, upon the date on which such default is cured or waived; and (2) 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 (such period before which payment may be resumed under this clause (b)(2) hereinafter referred to as the "Payment Blockage Period") , unless the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or accelerated. (iiic) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such No new Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of delivered to the number of defaults with respect to Designated Senior Indebtedness during such period; provided, however, Company or the Trustee that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any would start a new Payment Blockage Period or Periods is unless and until: (i) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and (ii) all scheduled payments of principal, interest and premium and Special Interest, if any, on the Notes that have come due have been paid in effect exceed 179 days full in the aggregate during any 360 consecutive day periodcash. For purposes of this Section 10.03, no default or No nonpayment event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such for which a Payment Blockage Period Notice was provided shall be, be or be made, made the basis for the delivery of the commencement of a any subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been is cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit payment or distribution of any kind or character (whether by redemption, purchase, retirement, defeasance or otherwise) upon or in respect of the Notes (other than payments and other distributions made from any defeasance trust created pursuant to Section 8.01 8.1 hereof if the applicable deposit does not violate Article 8 or 10 of this Indenture) until all principal and may not otherwise repurchase, redeem or otherwise retire any Securities other Obligations with respect to the Senior Indebtedness of the Company have been paid in full if: (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if any, all or interest on any Designated Senior Indebtedness portion of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, or (b) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness 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 Indebtedness has been paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. 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 Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults Obligations with respect to Designated Senior Indebtedness during such periodoccurs; provided, however, that if or (ii) any Blockage Notice within such 360-day period other default occurs and is given by or on behalf of any holders of continuing with respect to Designated Senior Indebtedness that permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, holders of the Designated Senior Indebtedness as to which such other than default relates to accelerate its maturity and the Bank Indebtedness, Trustee receives a notice of such other default (a "Payment Blockage Notice") from the Company or a Representative of the Bank Indebtedness may give one additional holders of any Designated Senior Indebtedness. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For shall be effective for purposes of this Section 10.03, no unless and until 360 days shall have elapsed since the date of commencement of the payment blockage period resulting from the immediately prior Payment Blockage Notice. No nonpayment default or event in respect of default any 69 63 Designated Senior Indebtedness that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive daysNotice, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days. The Company shall resume payments on and distributions in respect of the Notes: (1) in the case of a default referred to in Section 10.4(i) hereof, on the date upon which the default is cured or waived, or (2) in the case of a default referred to in Section 10.4(ii) hereof, on the earliest 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 unless (A) the maturity of any Designated Senior Indebtedness has been accelerated or (B) a Default or Event of Default under Section 6.1(h) or (i) has occurred and is continuing, if this Article otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Designated Senior Indebtedness. (i) The Company may not will not, directly or indirectly, pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a default in the payment of the principal ofprincipal, premium, if any, or interest on on, or other payment obligations in respect of, this Note (or pay any Designated Senior Indebtedness other obligations relating to this Note) and will not otherwise purchase, redeem, defease or retire this Note (collectively, “pay this Note”) (except (x) in the form of Permitted Junior Securities and (y) an increase in the principal amount of this Note by any PIK Interest amounts pursuant to Section 3(b)) if either of the Company occurs and is continuing or following occurs: (1) any other amount owing Obligation in respect of any such Designated Senior Indebtedness is not paid in full when due, or due in cash (bafter giving effect to any applicable grace period); or (2) any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless(the events in clauses (1) and (2) each being referred to as “Designated Payment Default”), unless and until, in either case, (i) the default Designated Payment Default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been discharged or paid in full in cash or Cash Equivalentscash; provided, however, that the Company may pay the Securities this Note without regard to the foregoing if the Company and the Trustee receive receives written notice approving such payment from the Representative Representatives of the holders of such all Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence a Designated Payment Default has occurred and is continuing. . (ii) During the continuance of any default (other than a default described in clause Designated Payment Default) (a) or (b) of the preceding sentencea “Non-Payment Default”) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately by the holders thereof without either further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may will not pay this Note (except (x) in the form of Permitted Junior Securities and (y) an increase in the principal amount of this Note by any PIK Interest amounts pursuant to Section 3(b)) for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to the Company) Company of written notice (a "“Blockage Notice"”) of such default Non-Payment Default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or after the date of receipt of such notice. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated (i1) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing). continuing or (3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash. (iii) Notwithstanding the provisions described in the immediately preceding sentence Section 6(c)(ii) (but subject to the provisions contained in the first sentence of this Section 6(c)(i) and in Section 10.02(b6(b)), unless the holders of such Designated Senior Indebtedness or the Representative Representatives of such holders shall Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities paying this Note after the end of such Payment Blockage Period, Period (including any missed payments). Not This Note will not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided, provided however, that if any Blockage Notice within such 360-360 day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than holders of Indebtedness under the Bank IndebtednessSenior Credit Facility), the Representative Representatives of holders of Indebtedness under the Bank Indebtedness Senior Credit Facility may give one additional another Blockage Notice within such period; provided further. In no event, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is or are in effect exceed 179 days in the aggregate during any 360 consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. For purposes of this Section 10.03paragraph (c)(iii), no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or 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 financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (ai) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when due, due or (bii) any other default on such Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (ix) the default has been cured or waived and any such acceleration has been rescinded or (iiy) such Designated Senior Indebtedness has been paid in full in cash or Cash Equivalentsfull; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (ai) or (bii) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (ai) or (bii) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b))sentence, unless the holders of such Designated Senior Indebtedness giving such Blockage Notice or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may shall resume payments on the Securities after the end of such Payment Blockage Period, including any missed payments. Not The Securities shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Company during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03Section, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Designated Senior Indebtedness. The Company may not pay the principal of, premium (if any) or interest on the Securities or make any deposit pursuant to Section 8.01 and may not otherwise repurchase, redeem or otherwise retire any Securities (except that Holders may receive and retain Permitted Junior Securities) (collectively, "pay the Securities") if (a) a During the continuance of any default in the payment of any Designated Senior Indebtedness pursuant to which the maturity thereof may immediately be accelerated beyond any applicable grace period and after receipt by the Trustee from representatives of holders of such Designated Senior Indebtedness of written notice of such default, no payment or distribution of any assets of the Company of any kind or character (excluding any payment or distribution of securities set forth in Section 14.02(b)) shall be made on account of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of the Company occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness is not paid when dueon, or (b) any the purchase, redemption or other default on acquisition of, the Notes unless and until such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration or has been rescinded ceased to exist or (ii) such Designated Senior Indebtedness has shall have been discharged or paid in full in cash or Cash Equivalents; provided, however, that 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 holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (a) or full. (b) of this sentence has occurred and is continuing. During the continuance of any non-payment default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may immediately be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage PeriodNon-payment Default") commencing upon and (x) after the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from the Representative representatives of the holders of such Designated Senior Indebtedness specifying an election to effect of a written notice of such Non-payment Default or (y) if the Non-payment Default results from the acceleration of the Notes, from the date of such acceleration, no payment or distribution of any assets of the Company of any kind or character (excluding any payment or distribution of securities set forth in Section 14.02(b)) shall be made by the Company on account of the principal of, premium, if any, or interest on, or the purchase, redemption or other acquisition of, the Notes for the period specified below (the "Payment Blockage Period"). The Payment Blockage Period will commence upon (x) the receipt of notice of a Non-payment Default by the Trustee from the representatives of holders of Designated Senior Indebtedness or (y) if the Non-payment Default results from the acceleration of the Notes, upon such acceleration, and ending will end on the earliest to occur of the following events: (i) 179 days thereafter shall have elapsed (A) since the receipt of such notice of a Non-payment Default or earlier (B) if the Non-payment Default results from the acceleration of the Notes, since such acceleration (in each case, provided that such Designated Senior Indebtedness shall not have been accelerated and the Company has not defaulted with respect to the payment of such Designated Senior Indebtedness), (ii) such default is cured or waived or ceases to exist or such Designated Senior Indebtedness is discharged or (iii) such Payment Blockage Period is shall have been terminated (i) by written notice to the Company or the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because such representatives of holders of Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 10.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Securities after the end of initiating such Payment Blockage Period. After the end of any Payment Blockage Period the Company shall promptly resume making any and all required payments in respect of the Notes, including any missed payments. Not Notwithstanding anything in the subordination provisions of the Indenture or the Notes to the contrary, (x) in no event shall a Payment Blockage Period extend beyond 179 days from the date such Payment Blockage Period was commenced, (y) there shall be a period of at least 186 consecutive days in each 365-day period when no Payment Blockage Period is in effect and (z) not more than one Payment Blockage Notice Period with respect to the Notes may be given in commenced within any period of 365 consecutive 360days. A Non-day period, irrespective of the number of defaults payment Default with respect to Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or cannot be made, made the basis of for the commencement of a subsequent second Payment Blockage Period by the Representative of such Designated Senior IndebtednessPeriod, whether or not within a period of 360 365 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive daysdays and subsequently recurs.