Common use of Default on Senior Debt Clause in Contracts

Default on Senior Debt. The Guarantor may not make any payment with respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") if (i) any Senior Debt is not paid when due or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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 Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Senior Debt 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, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor may not make In the event and during the continuation of any default by the Company in the payment with respect to the Guaranteed Obligations of principal, premium, interest or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") if (i) other payment due on any Senior Debt is not paid when due of the Company, as the case may be, or (ii) any other default on Senior Debt occurs and in the event that the maturity of such any Senior Debt is of the Company, as the case may be, has been accelerated in accordance with its terms unlessbecause of a default, then, in either case, no payment shall be made by the Company with respect to the principal (xincluding redemption payments) of, or premium, if any, or interest on, the default has been cured Securities or waived and to acquire any of the Securities (except sinking fund payments made in Securities acquired by the Company prior to such default). In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such acceleration has been rescinded or (ypayment is segregated and held in trust) when such payment is prohibited by the preceding paragraph of this Section 14.2, before all Senior Debt has been of the Company is paid in full. During , or provision is made for such payment in money in accordance with its terms, such payment shall be held in trust for the continuance benefit of, and shall be paid over or delivered to, the holders of any default (other than a default described in clause (i) or (ii) Senior Debt of the preceding sentence) with respect Company or their respective representatives, or to the trustee or trustees under any Senior Debt indenture 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 Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Senior Debt 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 may have been issued, as their respective interests may appear, ratably according to the Trusteeaggregate amount remaining unpaid on account of the principal, premium, interest or any other payment due on the Guarantor and Senior Debt held or represented by each, for application to the Company from payment of all Senior Debt of the Representative which gave such Payment Blockage NoticeCompany, (ii) by repayment in full of as the case may be, remaining unpaid to the extent necessary to pay such Senior Debt in full in money in accordance with its terms, after giving effect to any concurrent payment or (iii) because distribution to or for the default specified in 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 benefit of this Section), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect but only to the Guaranteed Obligations after extent that the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective holders of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debtor their representative or representatives or a trustee) (notify the "Initial Payment Blockage Notice"), the Representative Trustee in writing within 90 days of such payment of the Bank amounts then due and owing on the Senior Debt may give another Payment Blockage Notice within and only the amounts specified in such period; provided further, however, that in no event may notice to the total number Trustee shall be paid to the 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 periodSenior Debt.

Default on Senior Debt. The Guarantor Company may not make pay principal of, or premium, if any, or interest, if any, on, any payment with respect to the Guaranteed Obligations Series of Securities, or make any deposit pursuant to Section 8.01 of the Indenture 8.04, and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed ObligationsSecurities") if (ia) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x1) the default has been cured or waived and any such acceleration has been rescinded or (y2) such Senior Debt has been paid in fullfull in cash; provided, however, that the Company may pay any Series of Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay the Guaranteed Obligations any Series of Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period Notice is earlier terminated (ia) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which that gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iiib) because the such default specified in such Payment Blockage Notice is no longer continuingcontinuing or (c) because such Designated Senior Debt has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless Unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior DebtDebt and not rescinded such acceleration, the Guarantor Company may (unless otherwise prohibited as described in the first two sentences of this paragraph) resume payments (including any missed payments) with respect to on the Guaranteed Obligations Securities after the termination end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations principal of, premium (if any) or make any deposit pursuant to Section 8.01 of interest on the Indenture Securities and may not otherwise purchase, repurchase, redeem or otherwise acquire or retire for value any Securities (collectively, "pay the Guaranteed ObligationsSecurities") if (ia) interest, premium or principal in respect of any Senior Debt of the Company is not paid when due or (iib) any other default on such Senior Debt of the Company occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (xi) the default has been cured or waived and any such acceleration has been rescinded or (yii) such Senior Debt has been paid in full; 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 a designated representative of such Senior Debt 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 (ia) or (iib) of the preceding sentence) with respect to any Senior Debt 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 Guarantor Company may not pay the Guaranteed Obligations Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company, the Guarantor and the Trustee ) of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) a designated representative of such Senior Debt 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, the Guarantor Trustee and the Company from the Representative which Person or Persons who gave such Payment Blockage Notice, (iib) by repayment in full of such Senior Debt or (iiic) because the default specified in giving rise to such Payment Blockage Notice (and no other default) 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), unless the holders of such Senior Debt or the Representative a designated representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor Company may resume payments (including any missed payments) with respect to on the Guaranteed Obligations Securities after the termination end of such Payment Blockage Period, including any missed payments. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; providedPROVIDED, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another Payment Blockage Notice within such period; provided 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, 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 Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by a designated representative of such Senior Debt, 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 Senior Debt. The Guarantor may not make (a) Upon (i) the maturity of any Senior Debt by lapse of time, acceleration or otherwise and (ii) receipt by the Trustee of written notice of such maturity, all principal thereof and interest thereon and other amounts then due in connection therewith shall first be paid in full, or such payment shall have been duly provided for, before any payment with respect to (other than in the Guaranteed Obligations form of Permitted Junior Securities) is made by the Company or make any deposit pursuant to Section 8.01 Person acting on behalf of the Indenture and may not repurchaseCompany: (i) on account of the principal of or interest on, redeem or otherwise retire other amounts on or in respect of, the Securities; (ii) to acquire any of the Securities for cash or property; or (collectivelyiii) on account of the redemption provisions of the Securities. 110 119 (b) No payment of the type referred to in clause (i), "pay (ii) or (iii) of Section 15.3(a) in respect of the Guaranteed Obligations") Securities shall be made if (i) at the time of such payment, there exists a default in payment of all or any portion of the principal of or any interest on any Senior Debt is (a "Payment Default") and such Payment Default shall not paid when due or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has have been cured or waived and any such acceleration has been rescinded in writing or (y) the benefits of this sentence waived in writing by or on behalf of the holders of such Senior Debt has been paid in fullDebt, and (ii) the Trustee shall have received written notice of such Payment Default. During In addition, during the continuance of any event of default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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 Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Senior Debt 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, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed paymentsDefault) with respect to the Guaranteed Obligations after Credit Agreement, as such event of default is defined therein, permitting the termination lenders or their Representative to accelerate the maturity thereof and upon written notice thereof given to the Trustee, with a copy to the Company (the delivery of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective which shall not affect the validity of the number notice to the Trustee), by the Representative of defaults the lenders under the Credit Agreement, then, unless and until such event of default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Company with respect to Senior Debt during such periodthe principal of or interest on, or other amounts on or in respect of, the Securities or to acquire any of the Securities or on account of the redemption provisions of the Securities; provided, however, that if any Payment Blockage Notice the lenders under the Credit Agreement or their Representative have not declared the loans then outstanding under the Credit Agreement to be immediately due and payable within 180 days after the occurrence of such event of default (or have declared such Senior Debt to be immediately due and payable and within such 360period have rescinded such declaration of acceleration), then the Company shall resume making any and all required payments in respect of the Securities (including any missed payments). Notwithstanding any other provisions of this Article 15 or any other provision of this Indenture, only one payment blockage period under the second sentence of this Section 15.3(b) may be commenced within any consecutive 365-day period is given by with respect to the Securities. For all purposes of this Article 15, no event of default which existed or was continuing on behalf the date of the commencement of any holders of any 180-day payment blockage period with respect to the Senior Debt (other than Bank Debt) (under the "Initial Payment Blockage Notice")Credit Agreement shall be, or be made, the basis for the commencement of a second payment blockage period by the Representative of the Bank Debt may give another Payment Blockage Notice lenders under the Credit Agreement, whether or not within a period of 365 consecutive days, unless such period; provided furtherevent of default shall have been cured or waived for a period of not less than 90 consecutive days 111 120 (and, howeverin the case of any such waiver, that no payment shall have been made by the Company to the lenders under the Credit Agreement in no event may connection with such waiver other than amounts due pursuant to the total number terms of days during which any Payment Blockage Period or Periods is the Credit Agreement as in effect exceed 179 days in at the aggregate during any 360 consecutive day periodtime of such default).

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay (except in Permitted Junior Securities or from the Guaranteed Obligations trust described in Article 8 hereof) principal of, or premium, if any, or interest on, the Notes, or make any deposit in respect of the Notes pursuant to Section 8.01 of the Indenture 8.04, and may not repurchase, redeem or otherwise retire any Securities Notes (collectively, "pay the Guaranteed ObligationsPAY THE NOTES") if (ia) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x1) the default has been cured or waived and any such acceleration has been rescinded or (y2) such Senior Debt has been paid in fullfull in 85 cash; provided, however, that the Company may pay the 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 Senior Debt or, if there is no Representative, from the holders of such Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay the Guaranteed Obligations Notes for a period (a "Payment Blockage PeriodPAYMENT BLOCKAGE PERIOD") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt, specifying an election to effect a Payment Blockage Period (a "PAYMENT BLOCKAGE NOTICE") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period is earlier terminated (i) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage Notice, Notice because (iia) by repayment in full of such Senior Debt or (iii) because the default specified in such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence continuing or (but subject to the provisions contained in the first sentence of this Section), unless the holders of b) because such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Periodhas been repaid in full in cash). Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, . No non-payment default that if existed or was continuing on the date of delivery of any Payment Blockage Notice within to the Trustee shall be the basis for a subsequent Payment Blockage Notice. Following the expiration of any Payment Blockage Period, the Company shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and all required payments in respect of the Notes, including, without limitation, any missed payments, unless the maturity of any Designated Senior Debt has been accelerated, and such 360-day period acceleration remains in full force and effect. If any Payment Blockage Notice is given delivered to the Trustee by or on behalf of any the holders of any Designated Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"holders of Debt under the Senior Credit Facility), the a Representative of holders of Debt under the Bank Debt Senior Credit Facility may still give another Payment Blockage Notice within such the same period; provided further, however, that in no event may . The Company shall give prompt written notice to the total number Trustee of days during which any Payment Blockage Period or Periods is in effect exceed 179 days default in the aggregate during payment of any 360 consecutive day periodSenior Debt or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not effect the subordination of the Notes to the Senior Debt or the application of the other provisions provided in this Article 12.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations ----------------------- principal of or interest on the Securities or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed ObligationsSecurities") if (ia) any principal, premium or interest in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (xi) the default has been cured or waived and any such acceleration has been rescinded or (yii) such Senior Debt has been paid in fullfull in cash; 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 each issue of Designated Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay the Guaranteed Obligations Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period is earlier terminated (ia) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iiib) because the such default specified in such Payment Blockage Notice is no longer continuingcontinuing or (c) because such Designated Senior Debt has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless Unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior DebtDebt and not rescinded such acceleration, the Guarantor Company may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments (including any missed payments) with respect to on the Guaranteed Obligations Securities after the termination end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay (except in Permitted Junior Securities or from the Guaranteed Obligations trust described in Article 7 hereof) principal of, or premium, if any, or interest on, the Notes, or make any deposit pursuant to Section 8.01 of the Indenture 7.04, and may not repurchase, redeem or otherwise retire any Securities Notes (collectively, "pay the Guaranteed ObligationsNotes") if (ia) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x1) the default has been cured or waived and any such acceleration has been rescinded or (y2) such Senior Debt has been paid in fullfull in cash; provided, however, that the Company may pay the 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 Senior Debt or, if there is no Representative, from the holders of such Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or upon the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay any amounts outstanding or in respect of the Guaranteed Obligations Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period is earlier terminated (i) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iiia) because the such default specified in such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence continuing or (but subject to the provisions contained in the first sentence of this Section), unless the holders of b) because such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Periodhas been repaid in full in cash). Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, that if . Following the expiration of any period during which the Company is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice within such 360-day period is given by or on behalf Notice, the Company shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and all required payments in respect of the Notes, including, without limitation, any missed payments, unless the maturity of any holders Designated Senior Debt 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 Debt (other than Bank Debt) (or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not effect the "Initial Payment Blockage Notice"), the Representative subordination of the Bank Notes to the Senior Debt may give another Payment Blockage Notice within such period; or the application of the other provisions 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 periodthis Article 10.

Default on Senior Debt. The Guarantor SFC may not make any payment with respect to pay (except in Permitted Junior Securities or from the Guaranteed Obligations trust described in Article 8 hereof) principal of, or premium, if any, or interest on, the Notes, or make any deposit pursuant to Section 8.01 of the Indenture 8.04, and may not repurchase, redeem or otherwise retire any Securities Notes (collectively, "pay the Guaranteed ObligationsPAY THE NOTES") if (ia) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x1) the default has been cured or waived and any such acceleration has been rescinded or (y2) such Senior Debt has been paid in fullfull in cash; provided, however, that SFC may pay the Notes without regard to the foregoing if SFC and the Trustee receive written notice approving such payment from the Representative of the holders of such Senior Debt or, if there is no Representative, from the holders of such Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor SFC may not pay the Guaranteed Obligations Notes for a period (a "Payment Blockage PeriodPAYMENT BLOCKAGE PERIOD") commencing upon the receipt by the Company, the Guarantor SFC and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt, specifying an election to effect a Payment Blockage Period (a "PAYMENT BLOCKAGE NOTICE") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period is earlier terminated (ia) by written notice to the Trustee, the Guarantor Trustee and the Company SFC from the Representative which of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iiib) because the such default specified in such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence continuing or (but subject to the provisions contained in the first sentence of this Section), unless the holders of c) because such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Periodhas been repaid in full in cash). Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, . No non-payment default that if existed or was continuing on the date of delivery of any Payment Blockage Notice within such 360-day period is given by or on behalf to the Trustee shall be the basis for a subsequent Payment Blockage Notice. Following the expiration of any holders period during which SFC is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, SFC shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and all required payments in respect of the Notes, including, without limitation, any missed payments, unless the maturity of any Designated Senior Debt has been accelerated, and such acceleration remains in full force and effect. SFC shall give prompt written notice to the Trustee of any default in the payment of any Senior Debt (other than Bank Debt) (or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not effect the "Initial Payment Blockage Notice"), the Representative subordination of the Bank Notes to the Senior Debt may give another Payment Blockage Notice within such period; or the application of the other provisions 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 periodthis Article 11.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay principal of, or premium, if any, or interest, including Special Interest, if any, on, the Guaranteed Obligations Notes, or make any deposit pursuant to Section 8.01 of the Indenture 8.04, and may not repurchase, redeem or otherwise retire any Securities Notes (collectively, "pay the Guaranteed ObligationsNotes") if (ia) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x1) the default has been cured or waived and any such acceleration has been rescinded or (y2) such Senior Debt has been paid in fullfull in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay the Guaranteed Obligations Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, Company and the Guarantor and Trustee at the Corporate Trust Office of the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period Notice is earlier terminated (ia) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which that gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iiib) because the such default specified in such Payment Blockage Notice is no longer continuingcontinuing or (c) because such Designated Senior Debt has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless Unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior DebtDebt and not rescinded such acceleration, the Guarantor Company may (unless otherwise prohibited as described in the first two sentences of this paragraph) resume payments (including any missed payments) with respect to on the Guaranteed Obligations Notes after the termination end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor may Company shall not make any payment upon or in respect of the Notes if (i) a default in the payment of the principal of, premium, if any, or interest on, any Designated Senior Debt occurs and is continuing, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise or (ii) the Trustee has received written notice (a “Payment Blockage Notice”) from the Representative of any holders of Designated Senior Debt that a nonpayment default has occurred and is continuing with respect to such Designated Senior Debt that permits such holders to accelerate the maturity of such Designated Senior Debt. Payments on the Notes shall resume (and all past due amounts on the Notes, with interest thereon as specified in this Indenture, shall be paid) (i) in the case of a payment default in respect of any Designated Senior Debt, on the date on which such default is cured or waived, and (ii) in the case of a nonpayment default in respect of any Designated Senior Debt, on the earlier of (a) the date on which such nonpayment default is cured or waived, or (b) 179 days after the date on which the Payment Blockage Notice with respect to such default was received by the Trustee, in each case, unless the maturity of any Designated Senior Debt has been accelerated and the Company has defaulted with respect to the Guaranteed Obligations or make payment of such Designated Senior Debt. During any deposit pursuant to Section 8.01 consecutive 365-day period, the aggregate number of days in which payments due on the Indenture and Notes may not repurchasebe made as a result of nonpayment defaults on Designated Senior Debt (a “Payment Blockage Period”) shall not exceed 179 days, redeem and there shall be a period of at least 186 consecutive days in each consecutive 365-day period when such payments are not prohibited. No event or otherwise retire circumstance that creates a default under any Securities (collectively, "pay the Guaranteed Obligations") if Designated Senior Debt that (i) any Senior Debt is not paid when due gives rise to the commencement of a Payment Blockage Period or (ii) exists at the commencement of or during any other default on Senior Debt occurs and Payment Blockage Period shall be made the maturity basis for the commencement of any subsequent Payment Blockage Period unless such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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 Guarantor may not pay the Guaranteed Obligations for a period (a "of not less than 90 consecutive days following the commencement of the initial Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Senior Debt 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, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor may Issuer shall not make any payment with pay the principal of, premium, if any, interest, Additional Amounts, if any, and Liquidated Damages, if any, in respect to of the Guaranteed Obligations Notes or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, 8.2 or repurchase or redeem or otherwise retire any Securities Notes (collectively, "pay the Guaranteed ObligationsNotes") (except that Holders of Notes may receive and retain (i) Permitted Junior Securities and (ii) payments made from the trust described in Article VIII) if (i1) any a default in the payment of the principal of, premium, if any, interest, additional amounts, if any, and liquidated damages, if any, on Designated Senior Debt occurs and is not paid when due continuing beyond any applicable period of grace or (ii2) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) continuing with respect to any Designated Senior Debt pursuant that permits holders of the Designated Senior Debt 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 periods, the Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee receives a notice of written notice such default (a "Payment Blockage Notice") from the agent or Representative of any Designated Senior Debt. Payments on the Notes may and shall be resumed (a) in the case of a default set forth in clause (1) above, upon the date on which such default from is cured on waived and (b) in case of a default set forth in clause (2) above, 179 days after the Representative (as defined below) of such Senior Debt specifying an election to effect a date on which the applicable Payment Blockage Period and ending 179 days thereafter Notice is received (or earlier if such Payment Blockage Period period of payment blockage is terminated (i) by written notice to the Trustee, the Guarantor Trustee and the Company Issuer from the Representative which Person or Persons who gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in giving rise to such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence continuing or (but subject to the provisions contained in the first sentence of this Section), unless the holders of iii) because such Designated Senior Debt has been repaid in full in cash or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such periodCash Equivalents); provided, however, that, if the maturity of any Designated Senior Debt has been accelerated by the holders thereof, payments on the Notes may not be resumed by the Issuer notwithstanding that the conditions set forth in clauses (a) or (b) above may have been satisfied. No new period of payment blockage may be commenced unless and until (i) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal of, premium, if any, interest, Additional Amounts, if any, and Liquidated Damages, 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 delivery of any Payment Blockage Notice within such 360-day period is given by to the Trustee shall be, or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice")be made, the Representative of the Bank Debt may give another basis for a subsequent Payment Blockage Notice within unless such period; provided further, however, that in no event may the total number default shall have been waived for a period of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day periodnot less than 180 days.

Default on Senior Debt. (i) The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations principal of, premium, if any, or interest on, this Debenture or make any deposit pursuant to Section 8.01 in respect of this Debenture (not including any reservation of Common Stock for purposes of the Indenture conversion of Debentures) and may not repurchase, redeem or otherwise retire any Securities this Debenture (collectively, "pay the Guaranteed Obligationsthis Debenture") if (i) the principal of or interest on any Senior Debt is not paid when due or (ii) any other default on Senior Debt occurs and (ii) the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either each case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or and (ii) of the preceding sentence) with respect to any Senior Debt 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 Guarantor Company may not pay the Guaranteed Obligations this Debenture for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee Holder of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) a representative of such Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Guarantor and the Company from the Representative representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may Company shall resume payments (including any missed payments) with respect to the Guaranteed Obligations on this Debenture after the termination end of such Payment Blockage PeriodPeriod unless such payment is otherwise prohibited under this Section 13. Not Multiple Payment Blockage Periods may be imposed so long as (x) the cumulative period covered by all such Payment Blockage Periods does not exceed 179 days in any 365 consecutive day period and (y) no more than one Payment Blockage Notice Period may be given in any consecutive 360-day period, irrespective of result from the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 periodsame default.

Default on Senior Debt. The Guarantor Company and the Subsidiary Guarantors may not make any payment with respect to pay (except in Permitted Junior Securities or from the Guaranteed Obligations trust described in Article 8 hereof) principal of, or premium, if any, or interest on, the Notes and the Subsidiary Guarantees, or make any deposit pursuant to Section 8.01 of the Indenture 8.04, and may not repurchase, redeem or otherwise retire any Securities Notes (collectively, "pay the Guaranteed ObligationsPAY THE NOTES") if (ia) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x1) the default has been cured or waived and any such acceleration has been rescinded or (y2) such Senior Debt has been paid in fullfull in cash; provided, however, that the Company and the Subsidiary Guarantors may pay the 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 Senior Debt or, if there is no Representative, from the holders of such Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company and the Subsidiary Guarantors may not pay the Guaranteed Obligations Notes for a period (a "Payment Blockage PeriodPAYMENT BLOCKAGE PERIOD") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt, specifying an election to effect a Payment Blockage Period (a "PAYMENT BLOCKAGE NOTICE") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period is earlier terminated (ia) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iiib) because the such default specified in such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence continuing or (but subject to the provisions contained in the first sentence of this Section), unless the holders of c) because such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Periodhas been repaid in full in cash). Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, . No non-payment default that if existed or was continuing on the date of delivery of any Payment Blockage Notice within such 360-day period is given by or on behalf to the Trustee shall be the basis for a subsequent Payment Blockage Notice. Following the expiration of any holders period during which the Company and the Subsidiary Guarantors are prohibited from making payments on the Notes and the Subsidiary Guarantees pursuant to a Payment Blockage Notice, the Company and the Subsidiary Guarantors shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and all required payments in respect of the Notes and the Subsidiary Guarantees, including, without limitation, any missed payments, unless the maturity of any Designated Senior Debt 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 Debt (other than Bank Debt) (or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not effect the "Initial Payment Blockage Notice"), the Representative subordination of the Bank Notes and the Subsidiary Guarantees to the Senior Debt may give another Payment Blockage Notice within such period; or the application of the other provisions 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 periodthis Article 12.

Default on Senior Debt. The Guarantor may Company shall not make ---------------------- any payment with or distribution upon or in respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay except from the Guaranteed Obligations"trust described in Article VIII) if (i) a default in the payment of any Obligations with respect to Designated Senior Debt of the Company occurs and is not paid when due continuing (a "payment default") or (ii) any other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) a default, other than a payment default, occurs and is continuing with respect to any Designated Senior Debt pursuant of the Company that permits holders of the Designated Senior Debt of the Company 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 periods, the Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Periodnon-payment default") commencing upon and, in the receipt by the Companycase of this clause (ii) only, the Guarantor and the Trustee receives a notice of written notice such default (a "Payment Blockage Notice") from the Company, a Representative for, or the holders of a majority of the outstanding principal amount, of any such issue of Designated Senior Debt of the Company. Payments on the Securities may and shall be resumed (a) in the case of a payment default, upon the date on which such default from is cured or waived and, in the Representative (as defined below) case of such Designated Senior Debt specifying an election to effect of the Company that has been accelerated, such acceleration has been rescinded, and (b) in case of a non-payment default, the earlier of the date on which such non- payment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Period Notice is received, unless the maturity of any Designated Senior Debt of the Company has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and ending 179 until 360 days thereafter (or earlier if such have elapsed since the initial effectiveness of the immediately prior Payment Blockage Period is terminated (i) by written notice Notice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee, shall be, or be made, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in such basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days. Notwithstanding any other provision in this Section 10.03, during any 365 day period, there must be at least 180 days where there 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 periodeffect.

Default on Senior Debt. The Guarantor may Company shall not make ---------------------- any payment with or distribution upon or in respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay except from the Guaranteed Obligations"trust described in Article VIII) if (i) a default in the payment of any Obligations with respect to Designated Senior Debt of the Company occurs and is not paid when due continuing (a "payment default") or (ii) any other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) a default, other than a payment default, occurs and is continuing with respect to any Designated Senior Debt pursuant of the Company that permits holders of the Designated Senior Debt of the Company 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 periods, the Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Periodnon-payment default") commencing upon and, in the receipt by the Companycase of this clause (ii) only, the Guarantor and the Trustee receives a notice of written notice such default (a "Payment Blockage Notice") from the Company, a Representative for, or the holders of a majority of the outstanding principal amount, of any such issue of Designated Senior Debt of the Company. Payments on the Securities may and shall be resumed (a) in the case of a payment default, upon the date on which such default from is cured or waived and, in the Representative (as defined below) case of such Designated Senior Debt specifying an election to effect of the Company that has been accelerated, such acceleration has been rescinded, and (b) in case of a non-payment default, the earlier of the date on which such non-payment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Period Notice is received, unless the maturity of any Designated Senior Debt of the Company has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and ending 179 until 360 days thereafter (or earlier if such have elapsed since the initial effectiveness of the immediately prior Payment Blockage Period is terminated (i) by written notice Notice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee, shall be, or be made, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in such basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days. Notwithstanding any other provision in this Section 10.03, during any 365 day period, there must be at least 180 days where there 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 periodeffect.

Default on Senior Debt. The Guarantor may Company shall not make any payment with or distribution upon or ---------------------- in respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay except from the Guaranteed Obligations"trust described in Article VIII) if (i) a default in the payment of any Obligations with respect to Designated Senior Debt of the Company occurs and is not paid when due continuing (a "payment default") or (ii) any other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) a default, other than a payment default, occurs and is continuing with respect to any Designated Senior Debt pursuant of the Company that permits holders of the Designated Senior Debt of the Company 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 periods, the Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Periodnon-payment default") commencing upon and, in the receipt by the Companycase of this clause (ii) only, the Guarantor and the Trustee receives a notice of written notice such default (a "Payment Blockage Notice") from the Company, a Representative for, or the holders of a majority of the outstanding principal amount, of any such issue of Designated Senior Debt of the Company. Payments on the Securities may and shall be resumed (a) in the case of a payment default, upon the date on which such default from is cured or waived and, in the Representative (as defined below) case of such Designated Senior Debt specifying an election to effect of the Company that has been accelerated, such acceleration has been rescinded, and (b) in case of a non-payment default, the earlier of the date on which such non-payment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Period Notice is received, unless the maturity of any Designated Senior Debt of the Company has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and ending 179 until 360 days thereafter (or earlier if such have elapsed since the initial effectiveness of the immediately prior Payment Blockage Period is terminated (i) by written notice Notice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee, shall be, or be made, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in such basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days. Notwithstanding any other provision in this Section 10.03, during any 365 day period, there must be at least 180 days where there 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 periodeffect.

Default on Senior Debt. The Guarantor may not make In the event (i) of any default by the Company in the payment of principal, interest or any other payment due on any Senior Debt continuing beyond the period of grace, if any, specified in the instrument evidencing such Senior Debt and during the continuation of such default, unless and until such default shall have been cured or waived or shall have ceased to exist, or (ii) the maturity of any Senior Debt has been accelerated because of a default, then no payment shall be made by the Company with respect to the Guaranteed Obligations principal of (including redemption payments, if any), or make any deposit pursuant to Section 8.01 interest on the Notes (except that holders of the Notes may receive and retain Permitted Junior Securities and payments from a trust described under Article XIV 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 in accordance with the provisions of Article XIV and without violating the provisions of Article XII of this Indenture and may not repurchase(a "Defeasance Trust Payment")). Notwithstanding the foregoing, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") if prohibition set forth in this paragraph in the case of clause (i) any above shall not extend beyond the period that is 179 days following the date of occurrence of the initial payment default that commenced such prohibition unless the maturity of the applicable Senior Debt has been accelerated. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is not prohibited by the preceding paragraph of this Section 12.2, such payment shall be held in trust for the benefit of, and shall be paid when due over or (ii) any other default on delivered to, the holders of Senior Debt occurs and or their respective representatives, or to the maturity trustee or trustees under any indenture pursuant to which any of such Senior Debt is accelerated in accordance with its terms unlessmay have been issued, in either caseas their respective interests may appear, (x) but only to the default has been cured or waived and any such acceleration has been rescinded or (y) such extent that the holders of the Senior Debt has been paid (or their representative or representatives or a trustee) notify the Trustee in full. During the continuance writing within 90 days of any default (other than a default described in clause (i) or (ii) such payment of the preceding sentence) with respect to any amounts then due and owing on the Senior Debt pursuant to which and only the maturity thereof may be accelerated immediately without further notice (except amounts specified in such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Senior Debt 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, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject Trustee shall be paid to the provisions contained in the first sentence of this Section), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor Company also may not make any payment with upon or in respect to of the Guaranteed Obligations Notes (except in such subordinated securities as described in Section 10.02(b) or make any deposit from the trust established pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations"8.02) if (i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Indebtedness occurs and is continuing beyond any Senior Debt is not paid when due applicable period of grace or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) continuing with respect to any Designated 77 83 Senior Debt pursuant Indebtedness that permits holders of the 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 periods, the Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee receives a notice of written notice such default (a "Payment Blockage Notice") from the Company or any Representative of any Designated Senior Indebtedness. Payments on the Notes may and will be resumed and all past due amounts on the Notes shall be paid (a) in the case of a payment default, upon the date on which such default from is cured or waived and (b) in case of a nonpayment default, upon the Representative earlier of (as defined below1) of the date on which such Senior Debt specifying an election to effect a Payment Blockage Period and ending nonpayment default is cured or waived or (2) 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to after the Trustee, date on which the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in such applicable Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described received, in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section)each case, unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such any Designated Senior Debt, Indebtedness has been accelerated and the Guarantor may resume payments (including any missed payments) Company has defaulted with respect to the Guaranteed Obligations after the termination payment of such Designated Senior Indebtedness. No new period of payment blockage may be commenced unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage PeriodNotice. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of No nonpayment default that existed or was continuing on the number of defaults with respect to Senior Debt during such period; provided, however, that if date any Payment Blockage Notice within such 360-day period is was given by shall be, or on behalf of any holders of any Senior Debt (other than Bank Debt) (be made, the "Initial basis for a subsequent Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay principal ---------------------- of, premium (if any) or interest on the Guaranteed Obligations New Subordinated Notes or make any deposit pursuant to Section 8.01 the other obligations of the Indenture Company arising under or relating to this Agreement and may not repurchase, redeem or otherwise retire or make any Securities other reduction or distribution with respect to all or any portion of any New Subordinated Notes whether directly or indirectly, in cash or otherwise, whether by way of loan, set-off or otherwise (collectively, "pay the Guaranteed ObligationsNew Subordinated Notes" or "make payment or distribution on the New Subordinated Notes") if (i) any Senior Debt is not paid when due or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and waived, any such acceleration has been rescinded or (y) such Senior Debt has been paid in full; provided, however, the Company may pay the New Subordinated Notes without regard to the foregoing if the Company receives written notice approving such payment from the holder or holders of the Senior Debt. During the continuance of any a default (other than a default described in clause (i) or (ii) of the preceding previous sentence) with respect to any Senior Bank Debt 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 Guarantor Company may not pay the Guaranteed Obligations New Subordinated Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee Company of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Senior lead or agent bank with respect to any agreement under which Bank Debt is outstanding specifying an election to effect such 180-day prohibition (a "Payment Blockage Period Notice") and ending 179 180 days thereafter (or unless earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Guarantor and the Company from the Representative lead or agent bank with respect to any agreement under which gave such Payment Blockage Notice, Bank Debt is outstanding or (ii) by repayment in full of because such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior lead or agent bank with respect to any agreement under which Bank Debt or the Representative of such holders is outstanding shall have accelerated the maturity of such Senior the Bank Debt, the Guarantor Company may resume payments (including any missed payments) with respect to on the Guaranteed Obligations New Subordinated Notes after the termination end of such Payment Blockage Period. Not The total number of days during which one or more than one Payment Blockage Notice may Notices shall be given in effect in any consecutive 360-day periodperiod shall not exceed 180 days, irrespective of without regard to the number of defaults with respect to Senior Bank Debt during such period; provided, however, that if . No event of default which had occurred and was continuing on the date of receipt by the Company of a Payment Notice may be the basis for the delivery of a second Payment Notice whether or nor within any Payment Blockage Notice within such consecutive 360-day period is given by unless such event of default shall have been cured or on behalf waived for a period of any holders of any Senior Debt (other not less than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 360 180 consecutive day perioddays.

Default on Senior Debt. The Guarantor Borrower may not make any payment with respect to pay the Guaranteed Obligations principal of or make any deposit pursuant to Section 8.01 of the Indenture interest on and may not repurchase, redeem or otherwise retire any Securities the Loan (collectively, "“pay the Guaranteed Obligations"Loan”) if (i) any Senior Debt of the Borrower is not paid when due or (ii) any other default on Senior Debt of the Borrower occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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 Guarantor Borrower may not pay the Guaranteed Obligations Loan for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Company, the Guarantor Borrower and the Trustee Lender of written notice (a "“Payment Blockage Notice"”) of such default from the Representative (as defined below) of such Senior Debt 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, the Guarantor Borrower and the Company Lender from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor Borrower may resume payments (including any missed payments) with respect to on the Guaranteed Obligations Loan after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 consecutive 360 consecutive day period.

Default on Senior Debt. The Guarantor may not make any payment with respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") if (i) If any Senior Debt is not paid ---------------------- when due and such default is not cured or (ii) any other default on Senior Debt occurs waived in writing and the maturity holder of such Senior Debt is accelerated has not waived in writing the benefits of this sentence, the Company may not pay principal of or interest on the Notes or make any payment in respect of any other obligation arising under this Agreement or acquire or redeem any Notes for cash or property other than Capital Stock of the Company or securities that are subordinated to Senior Debt to at least the same extent as the Notes unless and until such default shall have been cured or waived in writing or shall have ceased to exist or such Senior Debt shall have been discharged in accordance with its terms unless, in either case, (x) or the default has been cured or waived and any such acceleration has been rescinded or (y) holders of such Senior Debt has been paid shall have waived in fullwriting the benefit of this sentence, after which the Company shall resume making any and all required payments in respect of the Notes including any missed payments. During (Such period during which such payments, acquisitions and redemptions are prohibited being hereinafter referred to as a "Payment Default Blockage Period"). In addition, during the continuance of any other event of default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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, upon the Guarantor receipt by the Company of written notice thereof from or on behalf of the holders of at least a majority of the principal amount of such Senior Debt (taken together as one class) or the Agent on behalf of such holders of Senior Debt, the Company may not pay principal of or interest on the Guaranteed Obligations Notes or make any payment in respect of any other obligation arising under this Agreement or acquire or redeem any Notes for cash or property other than Capital Stock of the Company or securities that are subordinated to Senior Debt to at least the same extent as the Notes for a period (a the "Payment Non-Monetary Default Blockage Period") commencing upon on the date of receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from notice until the Representative earliest of (as defined belowx) of such Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 180 days thereafter (or, if the holders of the Senior Debt are then stayed from exercising remedies under the Credit Agreement until the earlier of 240 days thereafter or earlier if the expiration of such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Guarantor and the Company from the Representative which gave such Payment Blockage Noticestay), (iiy) by repayment in full of such the date, if any, on which the Senior Debt to which such event of default relates is discharged in accordance with its terms or (iii) because the such event of default specified is waived in 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), unless writing by the holders of such Senior Debt or otherwise cured and (z) the Representative date, if any, on which such Non- Monetary Default Blockage Period shall have been terminated by written notice to the Company from or on behalf of such holders shall have accelerated of Senior Debt or the maturity Agent on behalf of such holders of Senior Debt, after which, in the Guarantor may case of clause (x), (y) or (z), the Company shall, subject to the first sentence of this Section 6.3, resume making any and all required payments (in respect of the Notes, including any missed payments) with respect ; provided that nothing in this Section shall have -------- any effect on the rights of the Holders of the Notes to accelerate the maturity of the Notes pursuant to Section 5.2 (except to the Guaranteed Obligations extent otherwise provided in Section 6.4 below); and provided, further, that, subject to the first sentence -------- ------- of this Section 6.3, nothing in this sentence shall prevent payment by the Company on the Notes after 180 days (or up to 240 days, in the termination circumstances described above) have passed following notice in writing to the holders of Senior Debt of such Payment Blockage Periodacceleration pursuant to Section 6.4. Not No more than one Payment notice of a Non-Monetary Default Blockage Notice Period may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any the holders of any Senior Debt or the Agent on behalf of such holders of Senior Debt in any 365 day period and no more than four (4) such notices in the aggregate may be given by or on behalf of such holders after the date hereof. Notwithstanding anything in this Agreement to the contrary, there must be 120 consecutive days in any 365-day period in which no Non-Monetary Default Blockage Period is in effect. No event of default (other than Bank Debtan event of default arising under the Credit Agreement) 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 "Initial Payment date of commencement of any Non- Monetary Default Blockage Notice")Period with respect to the Senior Debt initiating such Non-Monetary Default Blockage Period shall be, or shall be made, the Representative basis for the commencement of the Bank Debt may give another Payment Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment a second Non-Monetary Default Blockage Period by the representative for, or Periods is in effect exceed 179 days in the aggregate during any 360 holders of, such Senior Debt whether or not within a period of 365 consecutive day perioddays, unless such event of default shall have been cured or waived for a period of not less than ninety (90) consecutive days.

Default on Senior Debt. The Guarantor may not make any payment with respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") if (i) If any Senior Debt is not paid when due (without giving effect to any grace period) and such default is not cured or (ii) any other default on Senior Debt occurs waived in writing and the maturity holder of such Senior Debt is accelerated has not waived in writing the benefits of this sentence, the Company may not pay principal of or interest on the Notes or make any payment in respect of any other obligation arising under this Agreement or acquire or redeem any Notes for cash, property or securities (other than Permitted Junior Securities) unless and until such default shall have been cured or waived in writing or shall have ceased to exist or such Senior Debt shall have been discharged in accordance with its terms unless, in either case, (x) or the default has been cured or waived and any such acceleration has been rescinded or (y) holders of such Senior Debt has been paid shall have waived in fullwriting the benefit of this sentence, after which the Company shall resume making any and all required payments in respect of the Notes including any missed payments. During (Such period during which such payments, acquisitions and redemptions are prohibited being hereinafter referred to as a "PAYMENT DEFAULT BLOCKAGE PERIOD"). In addition, during the continuance of any default (other than a default described in clause (i) event of default, or (ii) any event which upon the giving of the preceding sentence) notice or lapse of time or both would constitute an event of default, with respect to any Designated Senior Debt 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 further applicable grace periods, the Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee Company of written notice thereof from or on behalf of the holders of at least a majority of the principal amount of such Designated Senior Debt (taken together as one class) or the Agent on behalf of the holders of such Designated Senior Debt, the Company may not pay principal of or interest on the Notes or make any payment in respect of any other obligation arising under this Agreement or acquire or redeem any Notes for cash, property or securities (other than the Permitted Junior Securities) for a period (the "Payment Blockage NoticeNON-MONETARY DEFAULT BLOCKAGE PERIOD") commencing on the date of receipt of such default from notice until the Representative earliest of (as defined belowx) of such Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 180 days thereafter (or, if the holders of the Designated Senior Debt are then stayed from exercising remedies under the applicable instruments evidencing such Designated Senior Debt until the earlier of 240 days thereafter or earlier the expiration of such stay (for the avoidance of doubt, if such Payment stay expires prior to 180 days after the receipt of such notice, this parenthetical shall not be applicable)), (y) the date, if any, on which the Designated Senior Debt to which such event of default, or any event which upon the giving of notice or lapse of time or both would constitute an event of default, relates is discharged in accordance with its terms or such event of default is waived in writing by the holders of such Designated Senior Debt in accordance with the terms of such Designated Senior Debt or otherwise cured and (z) the date, if any, on which such Non-Monetary Default Blockage Period is shall have been terminated (i) by written notice to the TrusteeCompany from or on behalf of such holders of such Designated Senior Debt, after which, in the case of clause (x), (y) or (z), the Guarantor and the Company from the Representative which gave such Payment Blockage Noticeshall, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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)SECTION 6.3, unless resume making any and all required payments in respect of the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior DebtNotes, the Guarantor may resume payments (including any missed payments) with respect ; provided that nothing in this Section shall have any effect on the rights of the Holders of the Notes to accelerate the maturity of the Notes pursuant to SECTION 5.2 (except to the Guaranteed Obligations extent otherwise provided in SECTION 6.4 below); provided, further, that, subject to the first sentence of this SECTION 6.3, nothing in this sentence shall prevent payment by the Company on the Notes after 180 days (or up to 240 days, in the termination circumstances described above) have passed following notice in writing to the holders of Designated Senior Debt of such Payment Blockage Periodacceleration pursuant to SECTION 6.4. Not No more than one Payment notice of a Non-Monetary Default Blockage Notice Period may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any the holders of any Designated Senior Debt in any 365 day period and no more than four (other than Bank Debt4) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 notices in the aggregate during may be given by or on behalf of such holders after the date hereof. Notwithstanding anything in this Agreement to the contrary, there must be 120 consecutive days in any 360 365-day period in which no Non-Monetary Default Blockage Period is in effect. 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 commencement of any Non-Monetary Default Blockage Period with respect to the Designated Senior Debt initiating such Non-Monetary Default Blockage Period shall be, or shall be made, the basis for the commencement of a second Non-Monetary Default Blockage Period by the representative for, or the holders of, such Senior Debt whether or not within a period of 365 consecutive day perioddays, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations principal of, premium (if any) or make any deposit pursuant to Section 8.01 of the Indenture interest on this Note and may not repurchase, redeem or otherwise retire any Securities this Note (collectively, "pay the Guaranteed ObligationsNote") if (i) any Senior Debt is not paid when due or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full; PROVIDED, HOWEVER, that the Company may pay the Note without regard to the foregoing if the Company receives written notice approving such payment from the representative of such Senior Debt with respect to which either of the events set forth in clause (i) or (ii) has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Guarantor Company may not pay the Guaranteed Obligations Note for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee Company of written notice (a "Payment Blockage Notice") (a copy of which notice the Company shall promptly forward to the holder of this Note) of such default from the Representative (as defined below) representative of such Designated Senior Debt or from the holders of such Designated Senior Debt 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, the Guarantor and the Company from the Representative which Person or Persons who gave such Payment Blockage Notice, (ii) by repayment in full of because the default giving rise to such Senior Debt Blockage Notice is no longer continuing or (iii) because the default specified such Designated Senior Debt has been repaid in such Payment Blockage Notice is no longer continuingfull). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Sectionclause (c)), unless the holders of such Designated Senior Debt or the Representative representative of such holders shall have accelerated the maturity of such Designated Senior Debt, the Guarantor Company may resume payments (including any missed payments) with respect to on the Guaranteed Obligations Note after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations principal of, premium, if any, or interest on, the Debentures or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities Debentures (collectively, "pay the Guaranteed ObligationsDebentures") if (i) any Designated Senior Debt is not paid when due or (ii) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Debt has been paid in full; provided, however, that the Company may pay the Debentures without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Debt. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Guarantor Company may not pay the Guaranteed Obligations Debentures for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such the Bank Debt or a Representative of the holders of any Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Designated Senior Debt or (iii) because the default specified in 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), unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior Debt, the Guarantor Company may resume payments (including any missed payments) with respect to on the Guaranteed Obligations Debentures after the termination end of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations principal of or interest on the Securities or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed ObligationsSecurities") if (i) any principal, interest or other amounts due in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is 85 77 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 Debt has been paid in full; 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 such Senior Debt. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) ), or after the expiration of any applicable grace periods, the Guarantor Company may not pay the Guaranteed Obligations Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such the holders of any Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or after receipt of such notice by the Company and the Trustee unless earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which who gave such Payment Blockage Notice, (ii) by repayment because such Designated Senior Debt has been repaid in full of such Senior Debt or (iii) because the default specified in 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)sentence, unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior DebtDebt and not rescinded such acceleration, the Guarantor Company may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments (including any missed payments) with respect to on the Guaranteed Obligations Securities after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective period regardless of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 periodPeriod.

Default on Senior Debt. The Guarantor may Company shall not make any payment with upon or in respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") Notes if (i) a default in the payment of the principal of, or premium, if any, or interest on, any Designated Senior Debt occurs and is not paid when due continuing, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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 Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee of has received written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of any holders of Designated Senior Debt that a nonpayment default has occurred and is continuing with respect to such Designated Senior Debt that permits such holders to accelerate the maturity of such Designated Senior Debt. Payments on the Notes shall resume (and all past due amounts on the Notes, with interest thereon as specified in this Indenture, shall be paid) (i) in the case of a payment default in respect of any Designated Senior Debt, on the date on which such default is cured or waived, and (ii) in the case of a nonpayment default in respect of any Designated Senior Debt, on the earlier of (a) the date on which such nonpayment default is cured or waived, or (b) 179 days after the date on which the Payment Blockage Notice with respect to such default was received by the Trustee, in each case, unless the maturity of any Designated Senior Debt specifying an election has been accelerated and the Company has defaulted with respect to effect the payment of such Designated Senior Debt. During any consecutive 365-day period, the aggregate number of days in which payments due on the Notes may not be made as a result of nonpayment defaults on Designated Senior Debt (a "Payment Blockage Period") shall not exceed 179 days, and there shall be a period of at least 186 consecutive days in each consecutive 365-day period when such payments are not prohibited. No event or circumstance that creates a default under any Designated Senior Debt that (i) gives rise to the commencement of 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, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full exists at the commencement of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 shall be made the basis for the commencement of any subsequent Payment Blockage Period unless such default has been cured or Periods is in effect exceed 179 waived for a period of not less than 90 consecutive days in following the aggregate during any 360 consecutive day periodcommencement of the initial Payment Blockage Period.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay (except in Permitted Junior Securities or from the Guaranteed Obligations trust described in Article 8 hereof) principal of, or premium, if any, or interest on, the Notes, or make any deposit pursuant to Section 8.01 of the Indenture 8.04, and may not repurchase, redeem or otherwise retire any Securities Notes (collectively, "pay the Guaranteed ObligationsPAY THE NOTES") if (ia) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x1) the default has been cured or waived and any such acceleration has been rescinded or (y2) such Senior Debt has been paid in fullfull in cash; provided, however, that the Company may pay the 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 Senior Debt or, if there is no Representative, from the holders of such Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay the Guaranteed Obligations Notes for a period (a "Payment Blockage PeriodPAYMENT BLOCKAGE PERIOD") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt, specifying an election to effect a Payment Blockage Period (a "PAYMENT BLOCKAGE NOTICE") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period is earlier terminated (ia) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage 80 Notice, (iib) by repayment bexxxxx xxxx xxxxxxx xx xx xxxxxx xxxxxxxxxx xx (x) xxxxxxx xxxx Xxxxgnated Senior Debt has been repaid in full of such Senior Debt or (iii) because the default specified in such Payment Blockage Notice is no longer continuingcash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, . No non-payment default that if existed or was continuing on the date of delivery of any Payment Blockage Notice within such 360-day period is given by or on behalf to the Trustee shall be the basis for a subsequent Payment Blockage Notice. Following the expiration of any holders period during which the Company is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and all required payments in respect of the Notes, including, without limitation, any missed payments, unless the maturity of any Designated Senior Debt 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 Debt (other than Bank Debt) (or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not effect the "Initial Payment Blockage Notice"), the Representative subordination of the Bank Notes to the Senior Debt may give another Payment Blockage Notice within such period; or the application of the other provisions 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 periodthis Article 11.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay principal of, or premium, if any, or interest on, the Guaranteed Obligations Securities, or make any deposit pursuant to Section 8.01 of the Indenture Article VIII, and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed ObligationsSecurities") ), if (ia) any principal, premium or interest in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (xi) the default has been cured or waived and any such acceleration has been rescinded or (yii) such Senior Debt has been paid in fullfull in cash; 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 such issue of Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay the Guaranteed Obligations Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period is earlier terminated (ix) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which that gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iiiy) because the such default specified in such Payment Blockage Notice is no longer continuingcontinuing or (z) because such Designated Senior Debt has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless Unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior DebtDebt and not rescinded such acceleration, the Guarantor Company may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments (including any missed payments) with respect to on the Guaranteed Obligations Securities after the termination end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor may not If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by or on behalf of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as 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) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") if (i) any Designated Senior Debt is not paid when due shall be, or (ii) any other default on be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt occurs and whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the maturity date of commencement of such Senior Debt is accelerated in accordance with its terms unlessBlockage Period that, in either case, (x) the would give rise to an event of default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect pursuant to any Senior Debt pursuant to provisions under which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) an event of default previously existed or the expiration was continuing shall constitute a new event of any applicable grace periods, the Guarantor may not pay the Guaranteed Obligations default for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Senior Debt 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, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in such Payment Blockage Notice is no longer continuingthis purpose). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay principal of, or premium, if any, or interest, including Special Interest, if any, on, the Guaranteed Obligations Notes, or make any deposit pursuant to Section 8.01 of the Indenture 8.04, and may not repurchase, redeem or otherwise retire any Securities Notes (collectively, "pay the Guaranteed ObligationsNotes") if (ia) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x1) the default has been cured or waived and any such acceleration has been rescinded or (y2) such Senior Debt has been paid in fullfull in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay the Guaranteed Obligations Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period Notice is earlier terminated (ia) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which that gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iiib) because the such default specified in such Payment Blockage Notice is no longer continuingcontinuing or (c) because such Designated Senior Debt has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless Unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior DebtDebt and not rescinded such acceleration, the Guarantor Company may (unless otherwise prohibited as described in the first two sentences of this paragraph) resume payments (including any missed payments) with respect to on the Guaranteed Obligations Notes after the termination end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor may not make If any payment with amount to be paid in respect to the Guaranteed Obligations or make of any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") if (i) any ---------------------- Senior Debt is not paid when due and such default is not cured or (ii) any other default on Senior Debt occurs waived in writing and the maturity holder of such Senior Debt has not waived in writing the benefits of this sentence, the Company may not pay principal of or interest on this Promissory Note or acquire or redeem this Promissory Note for cash, property or securities (other than (i) interest that is accelerated added to the Principal Amount and (ii) Permitted Junior Securities) unless and until such default shall have been cured or waived in writing or shall have ceased to exist or such Senior Debt shall have been discharged 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) holders of such Senior Debt has been paid shall have waived in fullwriting the benefit of this sentence, after which the Company shall resume making any and all required payments in respect of this Promissory Note including any missed payments (such period during which such payments and acquisitions and redemptions are prohibited being hereinafter referred to as a "Payment Default Blockage Period"). During In addition, during the continuance of any other event of default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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, upon the Guarantor receipt by the Company of written notice thereof from or on behalf of the holders of at least a majority of the principal amount of such Senior Debt (taken together as one class), the Company may not pay the Guaranteed Obligations principal of or interest on this Promissory Note or acquire or redeem this Promissory Note for cash, property or securities (other than Permitted Junior Securities) for a period (a the "Payment Non-Monetary Default Blockage Period") commencing upon on the date of receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from notice until the Representative xxxxxx[st] of (as defined belowx) of such [180 days thereafter, (y)] the date, if any, on which the Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (which such event of default relates is discharged in accordance with its terms or earlier if such Payment Blockage Period event of default is terminated (i) waived in writing by written notice to the Trustee, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or otherwise cured and (z) the Representative date, if any, on which such Non-Monetary Default Blockage Period shall have been terminated by written notice to the Company from or on behalf of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination . Any number of such Payment notices of a Non-Monetary Default Blockage Period. Not more than one Payment Blockage Notice Period may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such periodgiven[; provided, however, (i) not more than one notice of a Non-Monetary -------- ------- Default Blockage Period shall be given within a period of any 360 consecutive days, and (ii) no event of default that if 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 commencement of any Non-Monetary Default Blockage Period with respect to the Senior Debt initiating such Non-Monetary Default Blockage Period shall be, or shall be made, the basis for the commencement of a second Non-Monetary Default Blockage Period by the representative for, or the holders of, such Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than ninety (90) consecutive days; provided, further, that, until the payment in full in cash of the Senior Debt -------- ------- outstanding under or in respect of the Credit Agreement, only the Agent (to the extent that there is an Agent) may deliver the written notice of a Non-Monetary Default Blockage Period]. The Company agrees to give the Payee prompt written notice of the occurrence of a Payment Blockage Notice within Period, provided that the failure to furnish such 360-day period is given by notice shall not in any way limit or on behalf adversely affect the rights of any the holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another Payment Blockage Notice within with respect to 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 periodotherwise.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations principal of, premium, if any, or interest on, the Securities or make any deposit pursuant to Section 8.01 of the Indenture 8.1 and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed ObligationsSecurities") if (i) any Senior Debt is not paid when due or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full; 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 each issue of Designated Senior Debt. During the continuance of any default (other than that a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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 Guarantor Company may not pay the Guaranteed Obligations Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such the Bank Debt or a Representative of the holders of any Designated Senior Debt specifying an election to of effect a Payment Blockage Period (a "Payment Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor Company may resume payments (including any missed payments) with respect to on the Guaranteed Obligations Securities after the termination end of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay principal of, or premium, if any, or interest on, the Guaranteed Obligations Securities, or make any deposit pursuant to Section 8.01 of the Indenture 1202, and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed ObligationsSecurities") if (ia) any principal, premium or interest in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x1) the default has been cured or waived and any such acceleration has been rescinded or (y2) such Senior Debt has been paid in fullfull in cash; 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 such issue of Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay the Guaranteed Obligations Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period Notice is earlier terminated (ia) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which that gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iiib) because the such default specified in such Payment Blockage Notice is no longer continuingcontinuing or (c) because such Designated Senior Debt has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless Unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior DebtDebt and not rescinded such acceleration, the Guarantor Company may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments (including any missed payments) with respect to on the Guaranteed Obligations Securities after the termination end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor may not make In the event and during the continuation of any default by the Company in the payment of principal, premium, if any, interest on or any other Obligation relating to, any Senior Debt when same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then unless and until such default shall have been cured or waived or shall have ceased to exist or all Senior Debt and all Obligations relating thereto have been paid in full in cash, and in the event that the maturity of any Senior Debt has been accelerated because of a default, then no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made with respect to the Guaranteed Obligations principal of (including redemption payments), premium, if any, or make interest on, or any deposit other Obligation relating to, the Securities or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the 80 75 holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire which any Securities (collectively, "pay the Guaranteed Obligations") if (i) any Senior Debt is not paid when due or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unlessmay have been issued, in either caseas their respective interests may appear, (x) but only to the default has been cured or waived and any such acceleration has been rescinded or (y) such extent that the holders of the Senior Debt has been (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Debt and only the amounts specified in such notice to the Trustee shall be paid in fullto the holders of Senior Debt. During In addition, during the continuance of any other event of default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further accelerated, upon the occurrence of receipt by the Trustee of written notice (except from the holders of a majority of the outstanding principal amount of the Designated Senior Indebtedness or their representative, no such notice as payment may be required to effect such acceleration) made by the Company upon or in respect of the expiration of Securities or any applicable grace periods, the Guarantor may not pay the Guaranteed Obligations relating thereto for a period (each a "Payment Blockage Period") commencing upon on the date of receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Senior Debt specifying an election to effect a Payment Blockage Period notice and ending 179 days thereafter (or earlier if unless such Payment Blockage Period is shall be terminated (i) by written notice to the Trustee, the Guarantor and the Company Trustee from the Representative holders of a majority of the outstanding principal amount of such Designated Senior Indebtedness or their representative who delivered such notice). Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 179 days from the date on which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage PeriodPeriod was commenced. 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 Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 Securities during any period of 360 consecutive day perioddays.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations principal of, premium (if any) or make any deposit pursuant to Section 8.01 of the Indenture interest on this Note and may not repurchase, redeem or otherwise retire any Securities this Note (collectively, "“pay the Guaranteed Obligations"Note”) if (i) any Senior Debt is not paid when due or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full; provided, however, that the Company may pay the Note without regard to the foregoing if the Company receives written notice approving such payment from the representative of such Senior Debt with respect to which either of the events set forth in clause (i) or (ii) has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Guarantor Company may not pay the Guaranteed Obligations Note for a period (a "“Payment Blockage Period"”) commencing upon the receipt by the Company, the Guarantor and the Trustee Company of written notice (a "Payment “Blockage Notice"”) (a copy of which notice the Company shall promptly forward to the holder of this Note) of such default from the Representative (as defined below) representative of such Designated Senior Debt or from the holders of such Designated Senior Debt 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, the Guarantor and the Company from the Representative which Person or Persons who gave such Payment Blockage Notice, (ii) by repayment in full of because the default giving rise to such Senior Debt Blockage Notice is no longer continuing or (iii) because the default specified such Designated Senior Debt has been repaid in such Payment Blockage Notice is no longer continuingfull). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Sectionclause (c)), unless the holders of such Designated Senior Debt or the Representative representative of such holders shall have accelerated the maturity of such Designated Senior Debt, the Guarantor Company may resume payments (including any missed payments) with respect to on the Guaranteed Obligations Note after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor may not make SUBORDINATED DEBT OR ADDITIONAL SENIOR -------------------------------------------------------------- OBLIGATIONS. ------------ In the event and during the continuation of any default by the Company in the payment with respect to the Guaranteed Obligations of principal, premium, interest or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") if (i) other payment due on any Senior Debt is not paid when due Indebtedness, or (ii) any other default on Senior Debt occurs and in the event that the maturity of such any Senior Debt is Indebtedness has been accelerated in accordance with its terms unlessbecause of a default, then, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt pursuant to which the maturity thereof may no payment shall 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 Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Period") commencing upon the receipt made by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Senior Debt 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, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after principal (including redemption payments) of or interest on the termination Debentures. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding sentence of this Section 16.2, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Payment Blockage Period. Not more than one Payment Blockage Notice Senior Indebtedness may be given in any consecutive 360-day periodhave been issued, irrespective as their respective interests may appear, but only to the extent that the holders of the number Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of defaults with respect such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any the Trustee shall be paid to the holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 periodIndebtedness.

Default on Senior Debt. The Guarantor Company may not make pay the principal of, premium, if any, interest on or any payment with other Subordinated Payment Obligation in respect to of the Guaranteed Obligations Securities or make any deposit pursuant to Section 8.01 of the Indenture Article 8 and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed ObligationsSecurities") if (i) any Designated Senior Debt is not paid when due or (ii) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Debt has been paid in fullfull 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 such Designated Senior Debt with respect to which either of the events set forth in clause (i) or (ii) above has occurred and is continuing. During Upon the occurrence and during the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Guarantor Company may not pay the Guaranteed Obligations Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company, the Guarantor and the Trustee ) of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which of such Designated Senior Debt or the Person or Persons who gave such Payment Blockage Notice, (ii) by repayment in full in cash or cash equivalents of such Designated Senior Debt or (iii) because the default specified in giving rise to such Payment Blockage Notice is no longer continuing). Notwithstanding anything in the foregoing to the contrary, a Payment Blockage Notice may only be given by and therefore shall only be effective in respect of the Company and the Trustee if given by (i) the Representative of the Bank Debt as long as any Bank Debt is outstanding or the Representative of the Senior Secured Notes as long as any Senior Secured Notes are outstanding and (ii) if no Bank Debt or Senior Secured Notes are outstanding, any other Representative of outstanding Designated Senior Debt. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section)sentence, unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior Debt, the Guarantor may Company may, subject to the provisions contained in the first sentence of this paragraph, resume payments (including any missed payments) with respect to on the Guaranteed Obligations Securities after the termination of such Payment Blockage PeriodPeriod has terminated. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Debt during such period; provided. For purposes of this Section 10.03, however, that if any Payment Blockage Notice within such 360-day period is given by no default or Event of Default which existed or was continuing on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative date of the Bank Debt may give another Payment Blockage Notice within such period; provided further, however, that in no event may the total number commencement of days during which any Payment Blockage Period with respect to the Designated Senior Debt initiating such Payment Blockage Period shall be, or Periods is in effect exceed 179 days in be made, the aggregate during any basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive day perioddays 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 Senior Debt. The Guarantor may Company shall not make any ---------------------- payment with or distribution upon or in respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay except from the Guaranteed Obligations"trust described in Article VIII) if (i) a default in the payment of any Obligations with respect to Designated Senior Debt of the Company occurs and is not paid when due continuing (a "payment default") or (ii) any other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) a default, other than a payment default, occurs and is continuing with respect to any Designated Senior Debt pursuant of the Company that permits holders of the Designated Senior Debt of the Company 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 periods, the Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Periodnon-payment default") commencing upon and, in the receipt by the Companycase of this clause (ii) only, the Guarantor and the Trustee receives a notice of written notice such default (a "Payment Blockage Notice") from the Company, a Representative for, or the holders of a majority of the outstanding principal amount, of any such issue of Designated Senior Debt of the Company. Payments on the Securities may and shall be resumed (a) in the case of a payment default, upon the date on which such default from is cured or waived and, in the Representative (as defined below) case of such Designated Senior Debt specifying an election to effect of the Company that has been accelerated, such acceleration has been rescinded, and (b) in case of a non-payment default, the earlier of the date on which such non- payment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Period Notice is received, unless the maturity of any Designated Senior Debt of the Company has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and ending 179 until 360 days thereafter (or earlier if such have elapsed since the initial effectiveness of the immediately prior Payment Blockage Period is terminated (i) by written notice Notice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee, shall be, or be made, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in such basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days. Notwithstanding any other provision in this Section 10.03, during any 365 day period, there must be at least 180 days where there 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 periodeffect.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations principal of, premium, if any, or interest on, the Debentures or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities Debentures (collectively, "pay the Guaranteed ObligationsDebentures") if (i) any Designated Senior Debt is not paid when due or (ii) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Debt has been paid in full; provided, however, that the Company may pay the Debentures without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Debt. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Guarantor Company may not pay the Guaranteed Obligations Debentures for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such the Bank Debt or a Representative of the holders of any Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.,

Default on Senior Debt. The Guarantor may not make any payment with respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") if (i) If any Senior Debt is not paid when due and such default is not cured or (ii) any other default on Senior Debt occurs waived in writing and the maturity holder of such Senior Debt is accelerated has not waived in writing the benefits of this sentence, the Company may not pay principal of or interest on the Notes or make any payment in respect of any other obligation arising under this Agreement or acquire or redeem any Notes for cash, property or securities (other than Permitted Junior Securities) unless and until such default shall have been cured or waived in writing or shall have ceased to exist or such Senior Debt shall have been discharged in accordance with its terms unless, in either case, (x) or the default has been cured or waived and any such acceleration has been rescinded or (y) holders of such Senior Debt has been paid shall have waived in fullwriting the benefit of this sentence, after which the Company shall resume making any and all required payments in respect of the Notes including any missed payments; provided, however, that nothing in this Section shall prevent the issuance of Secondary Notes in lieu of a cash payment of any or all interest due on any Interest Payment Date. During (Such period during which such payments, acquisitions and redemptions are prohibited being hereinafter referred to as a "Payment Default Blockage Period"). In addition, during the continuance of any other event of default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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, upon the Guarantor receipt by the Company of written notice thereof from or on behalf of the holders of at least a majority of the principal amount of such Senior Debt (taken together as one class), the Company may not pay principal of or interest on the Guaranteed Obligations Notes or make any payment in respect of any other obligation arising under this Agreement or acquire or redeem any Notes for cash, property or securities (other than the Permitted Junior Securities) for a period (a the "Payment Non-Monetary Default Blockage Period") commencing upon on the date of receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default notice until the earliest of (x) 180 days thereafter (or, if the holders of the Senior Debt are then stayed from exercising remedies under the Representative (as defined below) of applicable instruments evidencing such Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 until the earlier of 240 days thereafter or the expiration of such stay (or earlier for the avoidance of doubt, if such Payment Blockage Period is terminated (i) by written notice stay expires prior to 180 days after the Trusteereceipt of such notice, the Guarantor and the Company from the Representative which gave such Payment Blockage Noticethis parenthetical shall not be applicable)), (iiy) by repayment in full of such the date, if any, on which the Senior Debt to which such event of default relates is discharged in accordance with its terms or (iii) because the such event of default specified is waived in 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), unless writing by the holders of such Senior Debt or otherwise cured and (z) the Representative date, if any, on which such Non-Monetary Default Blockage Period shall have been terminated by written notice to the Company from or on behalf of such holders shall have accelerated the maturity of such Senior Debt, after which, in the Guarantor may case of clause (x), (y) or (z), the Company shall, subject to the first sentence of this Section 6.3, resume making any and all required payments (in respect of the Notes, including any missed payments) with respect ; provided that nothing in this Section shall have any effect on the rights of the Holders of the Notes to accelerate the maturity of the Notes pursuant to Section 5.2 (except to the Guaranteed Obligations extent otherwise provided in Section 6.4 below); provided, further, that, subject to the first sentence of this Section 6.3, nothing in this sentence shall prevent payment by the Company on the Notes after 180 days (or up to 240 days, in the termination circumstances described above) have passed following notice in writing to the holders of Senior Debt of such acceleration pursuant to Section 6.4; and provided, further, that nothing in this Section shall prevent the issuance of Secondary Notes in lieu of a cash payment of any and all interest due on any Interest Payment Blockage PeriodDate. Not No more than one Payment notice of a Non-Monetary Default Blockage Notice Period may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any the holders of any Senior Debt in any 365 day period and no more than four (other than Bank Debt4) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 notices in the aggregate during may be given by or on behalf of such holders after the date hereof. Notwithstanding anything in this Agreement to the contrary, there must be 120 consecutive days in any 360 365-day period in which no Non-Monetary Default Blockage Period is in effect. 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 commencement of any Non-Monetary Default Blockage Period with respect to the Senior Debt initiating such Non-Monetary Default Blockage Period shall be, or shall be made, the basis for the commencement of a second Non-Monetary Default Blockage Period by the representative for, or the holders of, such Senior Debt whether or not within a period of 365 consecutive day perioddays, unless such event of default shall have been cured or waived for a period of not less than ninety (90) consecutive days.

Default on Senior Debt. i) The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations principal of, premium, if any, or interest on, this Debenture or make any deposit pursuant to Section 8.01 in respect of this Debenture (not including any reservation of Common Stock for purposes of the Indenture conversion of Debentures) and may not repurchase, redeem or otherwise retire any Securities this Debenture (collectively, "pay the Guaranteed Obligationsthis Debenture") if (i) the principal of or interest on any Senior Debt is not paid when due or (ii) any other default on Senior Debt occurs and (ii) the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either each case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or and (ii) of the preceding sentence) with respect to any Senior Debt 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 Guarantor Company may not pay the Guaranteed Obligations this Debenture for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee Holder of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) a representative of such Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Guarantor and the Company from the Representative representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in 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), unless the holders of such Senior Debt or the Representative representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may Company shall resume payments (including any missed payments) with respect to the Guaranteed Obligations on this Debenture after the termination end of such Payment Blockage PeriodPeriod unless such payment is otherwise prohibited under this Section 13. Not Multiple Payment Blockage Periods may be imposed so long as (x) the cumulative period covered by all such Payment Blockage Periods does not exceed 179 days in any 365 consecutive day period and (y) no more than one Payment Blockage Notice Period may be given in any consecutive 360-day period, irrespective of result from the number of defaults with respect to Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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 periodsame default.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay principal of, or premium, if any, or interest, including Special Interest, if any, on, the Guaranteed Obligations Notes, or make any deposit pursuant to Section 8.01 of the Indenture 8.04, and may not repurchase, redeem or otherwise retire any Securities Notes (collectively, "pay the Guaranteed ObligationsNotes") if (ia) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (x1) the default has been cured or waived and any such acceleration has been rescinded or (y2) such Senior Debt has been paid in fullfull in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such any notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay the Guaranteed Obligations Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period Notice is earlier terminated (ia) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which that gave such Payment Blockage Notice, (iib) by repayment in full of be- cause such Senior Debt or (iii) because the default specified in such Payment Blockage Notice is no longer continuingcontinuing or (c) because such Designated Senior Debt has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless Unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior DebtDebt and not rescinded such acceleration, the Guarantor Company may (unless otherwise prohibited as described in the first two sentences of this paragraph) resume payments (including any missed payments) with respect to on the Guaranteed Obligations Notes after the termination end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.

Default on Senior Debt. The Guarantor Company may not make any payment with respect to pay the Guaranteed Obligations ----------------------- principal of or interest on the Securities or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed ObligationsSecurities") if (ia) any principal, premium or interest in respect of any Senior Debt is not paid when due within any applicable grace period (including at maturity) or (iib) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (xi) the default has been cured or waived and any such acceleration has been rescinded or (yii) such Senior Debt has been paid in fullfull in cash; 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 each issue of Designated Senior Debt. During the continuance of any default (other than a default described in clause (ia) or (iib) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such the acceleration) or the expiration of any applicable grace periodsperiod, the Guarantor Company may not pay the Guaranteed Obligations Securities for a period (a "Payment Blockage 80 Period") commencing upon the receipt by the Company, the Guarantor Company and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if unless such Payment Blockage Period is earlier terminated (ia) by written notice to the Trustee, the Guarantor Trustee and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iiib) because the such default specified in such Payment Blockage Notice is no longer continuingcontinuing or (c) because such Designated Senior Debt has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless Unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior DebtDebt and not rescinded such acceleration, the Guarantor Company may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments (including any missed payments) with respect to on the Guaranteed Obligations Securities after the termination end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period; provided, however, that if any Payment Blockage Notice within such 360-day period is given by or on behalf of any holders of any Senior Debt (other than Bank Debt) (the "Initial Payment Blockage Notice"), the Representative of the Bank Debt may give another 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.