Common use of Default on Guarantor Senior Indebtedness Clause in Contracts

Default on Guarantor Senior Indebtedness. A Guarantor may not pay principal of, premium (if any) or interest on, or any other amount in respect of, the Notes pursuant to its Guarantee or make any deposit pursuant to Article VIII and may not otherwise purchase, redeem or otherwise retire any Notes or make any payments with respect to any obligations on the Guarantee of such Guarantor (collectively, "pay the Notes") if any amount due in respect of any Guarantor Senior Indebtedness of such Guarantor (including, without limitation any amount due as a result of acceleration of the maturity thereof by reason of default or otherwise) has not been paid in full in cash or Cash Equivalents unless the default has been cured or waived and any such acceleration has been rescinded or such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents. However, such Guarantor may pay the Notes without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of the Guarantor Senior Indebtedness with respect to which the events set forth in the immediately preceding sentence have occurred and are continuing. In addition, during the continuance of any default (other than a payment default described in the first sentence of the immediately preceding paragraph) with respect to any Designated Guarantor Senior Indebtedness 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, such Guarantor may not pay the Notes for a period (a "Guarantor Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Guarantor) of written notice (a "Guarantor Blockage Notice") of such default from the Representative of the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist or (iii) because such Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in the immediately preceding paragraph, unless any payment default described in the first sentence of the second immediately preceding paragraph has occurred and is then continuing, such Guarantor may resume payments on the Notes after the end of such Guarantor Payment Blockage Period, including any missed payments. Not more than one Guarantor Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Guarantor Senior Indebtedness during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Guarantor Senior Indebtedness other than the Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Guarantor Blockage Notice within such period. In no event, however, may the total number of days during which any Guarantor Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period.

Default on Guarantor Senior Indebtedness. A Subsidiary Guarantor may shall not pay the principal of, premium (if any) or interest on, on or any other amount payment obligations in respect of, of the Notes pursuant to its Guarantee Subsidiary Guarantees or make any deposit pursuant to Article VIII and may not otherwise purchaseSECTION 8.2 or repurchase or, redeem or otherwise retire any Notes or make any payments with respect to any obligations on the Subsidiary Guarantee of such Guarantor (collectively, "pay the NotesPAY THE SECURITIES") if (i) any amount due in respect of any Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor (including, without limitation any amount is not paid when due as a result of acceleration of the maturity thereof by reason of default or otherwise) has not been paid in full in cash or Cash Equivalents unless or (ii) any other default on Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor has been paid in full in cash or Cash Equivalents. However; PROVIDED, such HOWEVER, that each Subsidiary Guarantor may pay the Notes Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of the holders of the Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor with respect to which either of the events set forth in the immediately preceding clause (i) or (ii) of this sentence have has occurred and are is continuing. In addition, during During the continuance of any default (other than a payment default described in the first clause (i) of this sentence or a default resulting in acceleration set forth in clause (ii) of the immediately preceding paragraphsentence) with respect to any Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable 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, such each Subsidiary Guarantor may not pay the Notes for a period (a "Guarantor Securities during the Payment Blockage Period"Period (as defined in SECTION 10.3) commencing upon the receipt by the Trustee (with a copy to such Guarantorthe Company) of written notice the Blockage Notice (a "Guarantor Blockage Notice"as defined in SECTION 10.3) of such default from the Representative Representative(s) of the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist is no longer continuing or (iii) because such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in of the immediately preceding paragraphsentence, unless any payment default described in the first sentence holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the second immediately preceding paragraph has occurred and is then continuingapplicable Subsidiary Guarantor or the Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, such Subsidiary Guarantor may resume payments on the Notes Securities after the end of such Guarantor Payment Blockage Period, including any missed payments. Not more than one Guarantor Blockage Notice may be given given, and not more than one Payment Blockage may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Guarantor Senior Indebtedness during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Guarantor Senior Indebtedness other than of the Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another applicable Subsidiary Guarantor Blockage Notice within during such period. In no event, however, may the total number of days during which any Guarantor Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period.

Default on Guarantor Senior Indebtedness. A Guarantor may not pay principal of, premium (if any) or interest on, or make any other amount payment in respect of, the Notes pursuant to of its Guarantee Guarantees or make any deposit pursuant to Article VIII and may not otherwise purchase, redeem or otherwise retire any Notes or make any payments with respect to any obligations on the Guarantee of such Guarantor (collectively, "pay the Notes") Four if any amount due principal, premium or interest in respect of any Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period (including, without limitation including at maturity) or any amount due as a result other default on Guarantor Senior Indebtedness of acceleration of such Guarantor occurs and the maturity thereof by reason of default or otherwise) has not been paid such Guarantor Senior Indebtedness is accelerated in full accordance with its terms unless, in cash or Cash Equivalents unless either case, the default has been cured or waived and any such acceleration has been rescinded or such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents. Howevercash; provided, such however, that a Guarantor may pay the Notes make payments in respect of its Guarantees without regard to the 84 foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders each issue of the Designated Guarantor Senior Indebtedness with respect to which the events set forth in the immediately preceding sentence have occurred and are continuingIndebtedness. In addition, during During the continuance of any other default (other than a payment default described in the first sentence of the immediately preceding paragraph) with respect to any Designated Guarantor Senior Indebtedness 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, such a Guarantor may not pay the Notes make payments in respect of its Guarantees for a period (a "Guarantor “Guarantee Payment Blockage Period"”) commencing upon the receipt by such Guarantor and the Trustee (with a copy to such Guarantor) of written notice (a "Guarantor Blockage Notice") of such default from the Representative of the holders of such any Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantor Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantor Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Guarantor Guarantee Blockage Notice, (ii) by repayment in full in cash of such Designated Guarantor Senior Indebtedness or because the default giving rise to such Guarantor Guarantee Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist or (iii) because such Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalentsis no longer continuing). Notwithstanding the provisions described in the immediately preceding paragraph, unless any payment default described sentence (but subject to the provisions contained in Section 1802 and the first sentence of this Section 1803), unless the second immediately preceding paragraph has occurred and is then continuingholders of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such the Guarantor may resume payments on the Notes in respect of its Guarantees after the end of such Guarantor Guarantee Payment Blockage Period, including any missed payments. Not more than one Guarantor Guarantee Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Guarantor Senior Indebtedness during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf unless otherwise specified pursuant to Section 301 for the Securities of any holders of Designated Guarantor Senior Indebtedness other than the Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Guarantor Blockage Notice within such period. In no eventseries; provided, however, that in no event may the total number of days during which any Guarantor Guarantee 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 1803, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Guarantor 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 Guarantor Senior Indebtedness. A No Guarantor may not pay the principal of, premium (if any) ), or interest on, or any and other amount in obligations with respect ofto, the Notes pursuant to its Guarantee Securities or make any deposit pursuant to Article VIII and may not otherwise purchaseSection 9.03 or repurchase, redeem or otherwise retire any Notes or make any payments with respect to any obligations on the Guarantee of such Guarantor Securities (collectively, "pay the NotesSecurities") if any amount due in respect of (i) any Guarantor Senior Indebtedness of such Guarantor (including, without limitation any amount due as a result of acceleration of the maturity thereof by reason of default or otherwise) has is not been paid in full in cash or Cash Equivalents unless when due or (ii) any other default on Guarantor Senior Indebtedness occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and or is no longer continuing and/or any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents. Howeverfull; provided, such however, that the Guarantor may pay the Notes Securities subject to the provisions of Section 12.02, without regard to the foregoing if such the Guarantor and the Trustee receive written notice approving such payment from the Representative Representatives of the holders of the Guarantor Senior Indebtedness with respect to which either of the events set forth in the immediately preceding clause (i) or (ii) of this sentence have has occurred and are or is continuing. In addition, during During the continuance of any default (other than a payment default described in the first sentence clause (i) or (ii) of the immediately preceding paragraphsentence) with respect to any Designated Guarantor Senior Indebtedness 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, such a Guarantor may not pay the Notes Securities (except (i) in Qualified Capital Stock issued by such Guarantor to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by such Guarantor in payment of interest accrued thereon or (iii) in securities issued by such Guarantor which are subordinated to the Guarantor Senior Indebtedness at least to the same extent as the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities) for a period (a "Guarantor Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such the Guarantor) of written notice (a "Guarantor Blockage Notice") of such default from the Representative of the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such the Guarantor from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist is no longer continuing) or (iii) because such Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents)full. Notwithstanding the provisions described in of the immediately preceding paragraphsentence, unless any payment default described in but subject to the provisions of the first sentence of this Section 12.03 and the second immediately preceding paragraph has occurred and is then continuingprovisions of Section 12.02, such the Guarantor may resume payments on the Notes Securities after the end of such Guarantor Payment Blockage Period, including any missed payments. Not more than one Guarantor Blockage Notice may be given given, and not more than one Payment Blockage Period may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Guarantor Senior Indebtedness during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Guarantor Senior Indebtedness (other than the Bank Indebtednessagent under the Senior Credit Facilities), a Representative of holders of Bank Indebtedness the agent under the Senior Credit Facilities may give another Guarantor Blockage Notice within such period. In no event, however, may the total number of days during which any Guarantor Payment Blockage Period or Payment Blockage Periods is are in effect exceed 179 days in the aggregate during any 360 consecutive day period. No nonpayment default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Guarantor Senior Indebtedness. A No Guarantor may not pay the principal of, premium (if any) ), or interest on, or any and other amount in Obligations with respect ofto, the Notes pursuant to its Guarantee Securities or the Subsidiary Guarantees or make any deposit pursuant to Article VIII and may not otherwise purchaseSection 9.01 or repurchase, redeem or otherwise retire any Notes Securities or make any payments with respect to any obligations on the Guarantee of such Guarantor Subsidiary Guarantees (collectively, "pay the NotesPAY THE SECURITIES") if any amount due in respect of (i) any Guarantor Senior Indebtedness is not paid in cash or cash equivalents when due or (ii) any other default on Guarantor Senior Indebtedness occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (including, without limitation any amount due as a result of acceleration of the maturity thereof by reason of default or otherwisex) has not been paid in full in cash or Cash Equivalents unless the default has been cured or waived or is no longer continuing and/or and any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents. Howevercash equivalents, such or other form acceptable to holders of Guarantor Senior Indebtedness; PROVIDED, HOWEVER, that the Guarantor may pay the Notes Securities but subject to the provisions of the first sentence of this Section 13.03 and the provisions of Section 13.02, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative Representatives of the holders of the Guarantor Designated Senior Indebtedness with respect to which either of the events set forth in the immediately preceding clause (i) or (ii) of this sentence have has occurred and are or is continuing. In addition, during During the continuance of any default (other than a payment default described in the first sentence clause (i) or (ii) of the immediately preceding paragraphsentence) with respect to any Designated Guarantor Senior Indebtedness 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, such a Guarantor may not pay the Notes Securities (except (i) in Qualified Equity Interest issued by such Guarantor to pay interest on the Securities or issued in exchange for its Subsidiary Guarantee, (ii) in securities substantially identical to its Subsidiary Guarantee issued by such Guarantor in payment of interest accrued thereon or (iii) in securities issued by such Guarantor which are subordinated to the Guarantor Senior Indebtedness at least to the same extent as its Subsidiary Guarantee and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities, as long as the court, in approving any payment or distribution or stock or securities of the type described in the preceding clauses (i)-(iii), gives effect to the subordination provisions set for in this Indenture) for a period (a "Guarantor Payment Blockage PeriodGUARANTOR PAYMENT BLOCKAGE PERIOD") commencing upon the receipt by the Trustee (with a copy to such Guarantorthe Company) of written notice (a "Guarantor Blockage NoticeGUARANTOR BLOCKAGE NOTICE") of such default from the Representative of the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist is no longer continuing or (iii) because such Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). full.) Notwithstanding the provisions described in of the immediately preceding paragraphsentence, unless any payment default described in but subject to the provisions of the first sentence of this Section 13.03 and the second immediately preceding paragraph has occurred and is then continuingprovisions of Section 13.02, such the Guarantor may resume payments on the Notes Securities after the end of such Guarantor Payment Blockage Period, including any missed payments. Not more than one Guarantor Blockage Notice may be given given, and not more than one Payment Blockage Period may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Guarantor Senior Indebtedness during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Guarantor Senior Indebtedness other than the Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Guarantor Blockage Notice within such period. In no event, however, may the total number of days during which any Guarantor Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period.

Default on Guarantor Senior Indebtedness. A Guarantor may shall not pay the principal of, premium (if any) or interest on, on or any other amount payment obligations in respect of, of the Notes pursuant to its Guarantee Guarantees or make any deposit pursuant to Article VIII and may not otherwise purchaseSECTION 8.2 or repurchase, redeem or otherwise retire any the Notes or make any payments with respect to any obligations on the Guarantee of such Guarantor (collectively, "pay the NotesSecurities") if (i) any amount due in respect of any Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Guarantor (including, without limitation any amount is not paid when due as a result of acceleration of the maturity thereof by reason of default or otherwise) has not been paid in full in cash or Cash Equivalents unless or (ii) any other default on Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Guarantor has been paid in full in cash or Cash Equivalents. However; PROVIDED, such HOWEVER, that each Guarantor may pay the Notes Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of the holders of the Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Guarantor with respect to which either of the events set forth in the immediately preceding clause (i) or (ii) of this sentence have has occurred and are is continuing. In addition, during During the continuance of any default (other than a payment default described in the first clause (i) of this sentence or a default resulting in acceleration set forth in clause (ii) of the immediately preceding paragraphsentence) with respect to any Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable 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, such each Guarantor may not pay the Notes for a period (a "Guarantor Securities during the Payment Blockage Period"Period (as defined in SECTION 10.3) commencing upon the receipt by the Trustee (with a copy to such the Company and the Guarantor) of written notice the Blockage Notice (a "Guarantor Blockage Notice"as defined in SECTION 10.3) of such default from the Representative Representative(s) of the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Guarantor specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee Trustee, the Guarantor and such Guarantor the Company from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist is no longer continuing or (iii) because such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in of the immediately preceding paragraphsentence, unless any payment default described in the first sentence holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the second immediately preceding paragraph has occurred and is then continuingapplicable Guarantor or the Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, such Guarantor may resume payments on the Notes Securities after the end of such Guarantor Payment Blockage Period, Period (including any missed payments). Not more than one Guarantor Blockage Notice may be given given, and not more than one Payment Blockage may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Guarantor during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Guarantor Senior Indebtedness other than the Bank Indebtedness, a the Representative of holders of the Bank Indebtedness may give another Guarantor Blockage Notice within such period. In no event, however, may the total number of days during which any Guarantor Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this paragraph, 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 Guarantor Senior Indebtedness. A Guarantor may not pay principal of, premium (if any) or interest on, or make any other amount payment in respect of, the Notes pursuant to of its Guarantee Guarantees or make any deposit pursuant to Article VIII XI and may not otherwise purchaserepurchase, redeem or otherwise retire any Notes or make any payments with respect to any obligations on the Guarantee of such Guarantor (collectively, "pay the Notes") Guarantees if any amount due principal, premium or interest in respect of any Guarantor Senior Indebtedness of such Guarantor is not paid within any applicable grace period (including, without limitation including at maturity) or any amount due as a result other default on Guarantor Senior Indebtedness of acceleration of such Guarantor occurs and the maturity thereof by reason of default or otherwise) has not been paid such Guarantor Senior Indebtedness is accelerated in full accordance with its terms unless, in cash or Cash Equivalents unless either case, the default has been cured or waived and any such acceleration has been rescinded or such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents. Howevercash; provided, such however, that a Guarantor may pay the Notes make payments in respect of its Guarantees without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders each issue of the Designated Guarantor Senior Indebtedness with respect to which the events set forth in the immediately preceding sentence have occurred and are continuingIndebtedness. In addition, during During the continuance of any other default (other than a payment default described in the first sentence of the immediately preceding paragraph) with respect to any Designated Guarantor Senior Indebtedness 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, such a Guarantor may not pay the Notes make payments in respect of its Guarantees for a period (a "Guarantor “Guarantee Payment Blockage Period"”) commencing upon the receipt by the Guarantor and the Trustee (with a copy to such Guarantor) of written notice (a "Guarantor Blockage Notice") of such default from the Representative of the holders of such any Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantor Guarantee Payment Blockage Period (a “Guarantee Blockage Notice”) and ending 179 days thereafter (or earlier if such Guarantor Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee and such the Guarantor from the Person or Persons who gave such Guarantor Guarantee Blockage Notice, (ii) by repayment in full in cash of such Designated Guarantor Senior Indebtedness or because the default giving rise to such Guarantor Guarantee Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist or (iii) because such Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalentsis no longer continuing). Notwithstanding the provisions described in the immediately preceding paragraph, unless any payment default described sentence (but subject to the provisions contained in Section 14.02 and the first sentence of this Section 14.03), unless the second immediately preceding paragraph has occurred and is then continuingholders of such Designated Guarantor Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Guarantor Senior Indebtedness, such the Guarantor may resume payments on the Notes in respect of its Guarantees after the end of such Guarantor Guarantee Payment Blockage Period, including any missed payments. Not more than one Guarantor Guarantee Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Guarantor Senior Indebtedness during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf unless otherwise specified pursuant to Section 2.03 for the Debt Securities of any holders of Designated Guarantor Senior Indebtedness other than the Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Guarantor Blockage Notice within such period. In no eventseries; provided, however, that in no event may the total number of days during which any Guarantor Guarantee 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 14.03, no default or event of default which existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Guarantor 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 Guarantor Senior Indebtedness. A Subsidiary Guarantor may shall not pay the principal of, premium (if any) or interest on, on or any other amount payment obligations in respect of, of the Notes pursuant to its Guarantee Subsidiary Guarantees or make any deposit pursuant to Article VIII and may not otherwise purchaseSection 8.1 or Section 8.2 or repurchase, redeem or otherwise retire any Notes or make any payments with respect to any obligations on the Subsidiary Guarantee of such Guarantor (collectively, "“pay the Notes"Securities”) if (i) any amount due in respect of any Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor (including, without limitation any amount is not paid when due as a result of acceleration of the maturity thereof by reason of default or otherwise) has not been paid in full in cash or Cash Equivalents unless (taking into account any applicable grace periods) or (ii) any other default on Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor has been paid in full in cash or Cash Equivalents. However; provided, such however that each Subsidiary Guarantor may pay the Notes Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of the holders of the Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor with respect to which either of the events set forth in clause (i) or (ii) of the immediately preceding sentence have has occurred and are is continuing. In addition, during During the continuance of any default (other than a payment default described in the first sentence clause (i) or (ii) of the immediately preceding paragraphsentence) with respect to any Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable 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, such each Subsidiary Guarantor may not pay the Notes for a period (a "Guarantor Securities during the Payment Blockage Period"Period (as defined under Section 10.3) commencing upon the receipt by the Trustee (with a copy to such Guarantorthe Company) of written notice the Blockage Notice (a "Guarantor Blockage Notice"as defined under Section 10.3) of such default from the Representative Representative(s) of the holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist is no longer continuing or (iii) because such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalentsfull). Notwithstanding the provisions described in of the immediately preceding paragraphsentence, unless any payment default described in the first sentence holders of such Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the second immediately preceding paragraph has occurred and is then continuingapplicable Subsidiary Guarantor or the Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or such Designated Guarantor Senior Indebtedness, such Subsidiary Guarantor may resume payments on the Notes Securities after the end of such Guarantor Payment Blockage Period, Period (including any missed payments). Not more than one Guarantor Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness or Designated Guarantor Senior Indebtedness other than the Bank Indebtedness, a Representative the Representatives of holders of the Bank Indebtedness may give another Guarantor Blockage Notice within such period. In no event, however, may the total number of days during which any Guarantor 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 12.3, 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 or the Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor 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 or the Designated Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor, 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 Guarantor Senior Indebtedness. A Subsidiary Guarantor may shall not pay the principal of, premium (if any) or interest on, on or any other amount payment obligations in respect of, of the Notes pursuant to its Guarantee Subsidiary Guarantees or make any deposit pursuant to Article VIII and may not otherwise purchaseSection 8.2 or repurchase or, redeem or otherwise retire any Notes or make any payments with respect to any obligations on the Subsidiary Guarantee of such Guarantor (collectively, "pay the NotesSecurities") if (i) any amount due in respect of any Senior Indebtedness or Guarantor Senior Indebtedness of such the applicable Subsidiary Guarantor (including, without limitation any amount is not paid when due as a result of acceleration of the maturity thereof by reason of default or otherwise) has not been paid in full in cash or Cash Equivalents unless or (ii) any other default on Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness or Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor has been paid in full in cash or Cash Equivalents. However; provided, such however, that each Subsidiary Guarantor may pay the Notes Securities, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of the holders of the Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor with respect to which either of the events set forth in the immediately preceding clause (i) or (ii) of this sentence have has occurred and are or is continuing. In addition, during During the continuance of any default (other than a payment default described in the first sentence clause (i) or (ii) of the immediately preceding paragraphsentence) with respect to any Designated Senior Indebtedness or Guarantor Senior Indebtedness 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, such each Subsidiary Guarantor may not pay the Notes Securities for a period (a "Guarantor Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Guarantorthe Company) of written notice (a "Guarantor Blockage Notice") of such default from the Representative Representative(s) of the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist is no longer continuing or (iii) because such Designated Senior Indebtedness or Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in of the immediately preceding paragraphsentence, unless any payment default described in the first sentence holders of such Designated Senior Indebtedness or Guarantor Senior Indebtedness of the second immediately preceding paragraph has occurred and is then continuingapplicable Subsidiary Guarantor or the Representative(s) of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such Subsidiary Guarantor may resume payments on the Notes Securities after the end of such Guarantor Payment Blockage Period, including any missed payments. Not more than one Guarantor Blockage Notice may be given given, and not more than one Payment Blockage may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness or Guarantor Senior Indebtedness of the applicable Subsidiary Guarantor during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Guarantor Senior Indebtedness other than the Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Guarantor Blockage Notice within such period. In no event, however, may the total number of days during which any Guarantor Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period.

Default on Guarantor Senior Indebtedness. A No Guarantor may not pay the principal of, premium (if any) ), or interest on, or any and other amount in Obligations with respect ofto, the Notes pursuant to its Guarantee Securities or the Subsidiary Guarantees or make any deposit pursuant to Article VIII and may not otherwise purchaseSection 9.01 or repurchase, redeem or otherwise retire any Notes Securities or make any payments with respect to any obligations on the Guarantee of such Guarantor Subsidiary Guarantees (collectively, "pay the Notes"“PAY THE SECURITIES”) if any amount due in respect of (i) any Guarantor Senior Indebtedness other than the XX Xxxxxx Chase Credit Facility is not paid in cash or cash equivalents when due or (ii) any other default on Guarantor Senior Indebtedness other than the XX Xxxxxx Xxxxx Credit Facility occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (including, without limitation any amount due as a result of acceleration of the maturity thereof by reason of default or otherwisex) has not been paid in full in cash or Cash Equivalents unless the default has been cured or waived or is no longer continuing and/or and any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents. Howevercash equivalents, such or other form acceptable to holders of Guarantor Senior Indebtedness; PROVIDED, HOWEVER, that the Guarantor may pay the Notes Securities but subject to the provisions of the first sentence of this Section 13.03 and the provisions of Section 13.02, without regard to the foregoing if such Guarantor the Company and the Trustee receive written notice approving such payment from the Representative Representatives of the holders of the Guarantor Designated Senior Indebtedness with respect to which either of the events set forth in the immediately preceding clause (i) or (ii) of this sentence have has occurred and are or is continuing. In addition, during During the continuance of any default (other than a payment default described in the first sentence clause (i) or (ii) of the immediately preceding paragraphsentence) with respect to any Designated Guarantor Senior Indebtedness 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, such a Guarantor may not pay the Notes Securities (except (i) in Qualified Equity Interest issued by such Guarantor to pay interest on the Securities or issued in exchange for its Subsidiary Guarantee, (ii) in securities substantially identical to its Subsidiary Guarantee issued by such Guarantor in payment of interest accrued thereon or (iii) in securities issued by such Guarantor which are subordinated to the Guarantor Senior Indebtedness at least to the same extent as its Subsidiary Guarantee and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities, as long as the court, in approving any payment or distribution or stock or securities of the type described in the preceding clauses (i)-(iii), gives effect to the subordination provisions set for in this Indenture) for a period (a "Guarantor Payment Blockage Period"“GUARANTOR PAYMENT BLOCKAGE PERIOD”) commencing upon the receipt by the Trustee (with a copy to such Guarantorthe Company) of written notice (a "Guarantor Blockage Notice"“GUARANTOR BLOCKAGE NOTICE”) of such default from the Representative of the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such Guarantor the Company from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist is no longer continuing or (iii) because such Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). full.) Notwithstanding the provisions described in of the immediately preceding paragraphsentence, unless any payment default described in but subject to the provisions of the first sentence of this Section 13.03 and the second immediately preceding paragraph has occurred and is then continuingprovisions of Section 13.02, such the Guarantor may resume payments on the Notes Securities after the end of such Guarantor Payment Blockage Period, including any missed payments. Not more than one Guarantor Blockage Notice may be given given, and not more than one Payment Blockage Period may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Guarantor Senior Indebtedness during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Guarantor Senior Indebtedness other than the Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Guarantor Blockage Notice within such period. In no event, however, may the total number of days during which any Guarantor Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period.

Default on Guarantor Senior Indebtedness. A No Note Guarantor may not pay principal of, premium (if any) or interest on, or make any other amount in respect of, the Notes payment pursuant to its Note Guarantee or make any deposit pursuant to Article VIII and may not otherwise purchase, redeem or otherwise retire or defease any Notes or make any payments with respect to any obligations on the Guarantee of such Guarantor (collectively, "pay the Notesits Note Guarantee") if any amount due in respect of (i) any Guarantor Senior Indebtedness of such Note Guarantor is not paid when due or (including, without limitation ii) any amount due as a result other default on Guarantor Senior Indebtedness of acceleration of such Note Guarantor occurs and the maturity thereof by reason of default or otherwisesuch Guarantor Senior Indebtedness is accelerated in accordance with its terms (either such event, a "Guarantor Payment Default") has not been paid unless, in full in cash or Cash Equivalents unless either case, (x) the default Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents. Howeverfull; provided, such however, a Note Guarantor may pay the Notes its Note Guarantee without regard to the foregoing if such Note Guarantor and the Trustee receive written notice approving such payment from the Representative of for the holders of the Guarantor Designated Senior Indebtedness with respect to which the events set forth Guarantor Payment Default has occurred and is continuing. In addition, no Note Guarantor may pay its Note Guarantee during the continuance of a Payment Blockage Period after receipt by the Company and the Trustee of a Blockage Notice under Section 1403. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions of the first paragraph of this Section 1503), a Note Guarantor shall promptly resume payments, if any are required, pursuant to its Note Guarantee, including any missed payments, after such Payment Blockage Period ends, unless the holders of such Designated Senior Indebtedness or the Representative of such holders have occurred and are continuingaccelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists. In addition, during the continuance of any default (other than a payment default described in the first sentence of the immediately preceding paragraphGuarantor Payment Default) with respect to any Guarantor Designated Guarantor Senior Indebtedness of a Note 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 periodsperiod (a "Guarantor Non-payment Default"), such Note Guarantor may not pay its Note Guarantee for the Notes for a period specified as follows (a "Guarantor Payment Blockage Period") commencing ). The Guarantor Payment Blockage Period shall commence upon the receipt by the Trustee (with a copy to such Note Guarantor) of written notice (a "Guarantor Blockage Notice") of such default Guarantor Non-payment Default from the Representative of the holders of for such Guarantor Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantor 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 Guarantor Blockage Notice, (ii) the Guarantor Non-payment Default giving rise to such Blockage Notice is no longer continuing (and no other Guarantor Payment Default or earlier if Guarantor Non-payment Default is then con tinuing), (iii) such Guarantor Designated Senior Indebtedness shall have been discharged or repaid in full in cash or Cash Equivalents or (iv) such Guarantor Payment Blockage Period is shall have been terminated (i) by written notice to the Trustee and such Note Guarantor from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist or (iii) because such Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in the immediately preceding paragraph, unless any payment default described in the first sentence of the second immediately preceding paragraph has occurred and is then continuing, such A Note Guarantor may resume payments on the Notes pay its Note Guarantee, after the end of such Guarantor Payment Blockage PeriodPeriod ends, including unless the holders of such Guarantor Designated Senior Indebtedness or the Representative of such holders have accelerated the maturity of such Guarantor Designated Senior Indebtedness, or any missed paymentsGuarantor Payment Default otherwise exists. Not more than one Guarantor Blockage Notice to a Note Guarantor in the aggregate may be given in any 360 consecutive 360-day period, irrespective of the number of defaults with respect to Guarantor Designated Guarantor Senior Indebtedness of such Note Guarantor during such period. However, except that if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Guarantor Designated Guarantor Senior Indebtedness of such Note Guarantor other than the Bank Indebtedness, a Representative of holders of Bank Indebtedness that is Guaranteed by such Note Guarantor may give another Guarantor Blockage Notice within such period. In no event, however, event may the total number of days during which any Guarantor Payment Blockage Period or Periods is in effect exceed extend beyond 179 days in from the aggregate date of receipt by the Trustee of the relevant Guarantor Blockage Notice, and there must be a 181 consecutive day period during any 360 consecutive day periodperiod during which no Guarantor Payment Blockage Period is in effect.

Default on Guarantor Senior Indebtedness. A No Guarantor may not pay principal of, premium (if any) or interest on, or any other amount in respect of, the Notes pursuant to its Guarantee or make any deposit pursuant to Article VIII and may not otherwise purchase, redeem or otherwise retire any Notes or make any payments with respect to any obligations on the Guarantee of such Guarantor (collectively, "pay the Notes"Securities if (i) if any amount due in respect of any Guarantor Senior Indebtedness of such Guarantor (including, without limitation any amount due as a result of acceleration of the maturity thereof by reason of default or otherwise) has is not been paid in full in cash or Cash Equivalents unless when due or (ii) any other default on Guarantor Senior Indebtedness occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and or is no longer continuing and/or any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents. Howeverfull; provided, such however, that the Guarantor may pay the Notes Securities subject to the provisions of Section 7.02, without regard to the foregoing if such the Guarantor and the Trustee receive written notice approving such payment from the Representative Representatives of the holders of the Guarantor Senior Indebtedness with respect to which either of the events set forth in the immediately preceding clause (i) or (ii) of this sentence have has occurred and are or is continuing. In addition, during During the continuance of any default (other than a payment default described in the first sentence clause (i) or (ii) of the immediately preceding paragraphsentence) with respect to any Designated Guarantor Senior Indebtedness 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, such a Guarantor may not pay the Notes Securities (except (i) in Qualified Capital Stock issued by such Guarantor to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by such Guarantor in payment of interest accrued thereon or (iii) in securities issued by such Guarantor which are subordinated to the Guarantor Senior Indebtedness at least to the same extent as the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities) for a period (a "Guarantor Payment Blockage PeriodGUARANTOR PAYMENT BLOCKAGE PERIOD") commencing upon the receipt by the Trustee (with a copy to such the Guarantor) of written notice (a "Guarantor Blockage NoticeGUARANTOR BLOCKAGE NOTICE") of such default from the Representative of the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such the Guarantor from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist is no longer continuing or (iii) because such Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalentsfull). Notwithstanding the provisions described in of the immediately preceding paragraphsentence, unless any payment default described in but subject to the provisions of the first sentence of this Section 7.03 and the second immediately preceding paragraph has occurred and is then continuingprovisions of Section 7.02, such the Guarantor may resume payments on the Notes Securities after the end of such Guarantor Payment Blockage Period, including any missed payments. Not more than one Guarantor Blockage Notice may be given given, and not more than one Payment Blockage Period may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Guarantor Senior Indebtedness during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Guarantor Senior Indebtedness (other than the Bank Indebtednessagent under the Senior Credit Facilities), a Representative of holders of Bank Indebtedness the agent under the Senior Credit Facilities may give another Guarantor Blockage Notice within such period. In no event, however, may the total number of days during which any Guarantor Payment Blockage Period or Payment Blockage Periods is are in effect exceed 179 days in the aggregate during any 360 consecutive day period. No nonpayment default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Guarantor Senior Indebtedness. A No Guarantor may not pay the principal of, premium (if any) ), or interest on, or any and other amount in obligations with respect ofto, the Notes pursuant to its Guarantee Securities or make any deposit pursuant to Article VIII and may not otherwise purchaseSection 9.03 or repurchase, redeem or otherwise retire any Notes or make any payments with respect to any obligations on the Guarantee of such Guarantor Securities (collectively, "“pay the Notes"Securities”) if any amount due in respect of (i) any Guarantor Senior Indebtedness of such Guarantor (including, without limitation any amount due as a result of acceleration of the maturity thereof by reason of default or otherwise) has is not been paid in full in cash or Cash Equivalents unless when due or (ii) any other default on Guarantor Senior Indebtedness occurs and the maturity of such Guarantor Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and or is no longer continuing and/or any such acceleration has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in full in cash or Cash Equivalents. Howeverfull; provided, such however, that the Guarantor may pay the Notes Securities subject to the provisions of Section 12.02, without regard to the foregoing if such the Guarantor and the Trustee receive written notice approving such payment from the Representative Representatives of the holders of the Guarantor Senior Indebtedness with respect to which either of the events set forth in the immediately preceding clause (i) or (ii) of this sentence have has occurred and are or is continuing. In addition, during During the continuance of any default (other than a payment default described in the first sentence clause (i) or (ii) of the immediately preceding paragraphsentence) with respect to any Designated Guarantor Senior Indebtedness 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, such a Guarantor may not pay the Notes Securities (except (i) in Qualified Capital Stock issued by such Guarantor to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by such Guarantor in payment of interest accrued thereon or (iii) in securities issued by such Guarantor which are subordinated to the Guarantor Senior Indebtedness at least to the same extent as the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities) for a period (a "“Guarantor Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to such the Guarantor) of written notice (a "“Guarantor Blockage Notice"”) of such default from the Representative of the holders of such Designated Guarantor Senior Indebtedness specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (i) by written notice to the Trustee and such the Guarantor from the Person or Persons who gave such Guarantor Blockage Notice, (ii) because the default giving rise to such Guarantor Blockage Notice and all other defaults with respect to such Designated Guarantor Senior Indebtedness shall have been cured or shall have ceased to exist is no longer continuing or (iii) because such Designated Guarantor Senior Indebtedness has been repaid in full in cash or Cash Equivalentsfull). Notwithstanding the provisions described in of the immediately preceding paragraphsentence, unless any payment default described in but subject to the provisions of the first sentence of this Section 12.03 and the second immediately preceding paragraph has occurred and is then continuingprovisions of Section 12.02, such the Guarantor may resume payments on the Notes Securities after the end of such Guarantor Payment Blockage Period, including any missed payments. Not more than one Guarantor Blockage Notice may be given given, and not more than one Payment Blockage Period may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Guarantor Senior Indebtedness during such period. However, if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Guarantor Senior Indebtedness (other than the Bank Indebtednessagent under the Credit Facilities), a Representative of holders of Bank Indebtedness the agent under the Credit Facilities may give another Guarantor Blockage Notice within such period. In no event, however, may the total number of days during which any Guarantor Payment Blockage Period or Payment Blockage Periods is are in effect exceed 179 days in the aggregate during any 360 consecutive day period. No nonpayment default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.