Common use of Default on Senior Indebtedness Clause in Contracts

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated Securities without regard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 Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.04, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.05) any Debt Securities (collectively, “"pay the Subordinated Debt Securities”") if (i) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (ii) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Issuer shall not make any payment upon or in respect of the Securities (except that Holders may not pay receive (i) shares of stock and any debt securities that are subordinated at least to the same extent as the Securities to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness and (ii) payments and other distributions made from the trusts described in Section 5.01) until all Senior Indebtedness has been paid in full in cash or Cash Equivalents if (i) a default in the payment of the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust of unreimbursed amounts under Article IV drawn letters of credit or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) bankers’ acceptances or any other default on fees relating to letters of credit or bankers’ acceptances constituting, Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace in the maturity of indenture, agreement or other document governing such Designated Senior Indebtedness (a “Payment Default”) or (ii) any other default occurs and is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated 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 Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) continuing with respect to any Designated Senior Indebtedness pursuant 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 periodsperiods (a “Non-Payment Default”) and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from a representative of holders of such Designated Senior Indebtedness. Payments on the Securities, including any missed payments, may and shall be resumed (a) in the case of a Payment Default, upon the date on which such default is cured or waived or shall have ceased to exist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents and all outstanding Letter of Credit Obligations shall have been fully cash collateralized and (b) in case of a Non-Payment Default, the Company may not make payments earlier of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the Subordinated Securities for a period date on which the applicable Payment Blockage Notice is received (a each such period, the “Payment Blockage Period”) commencing upon or (z) the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if date such Payment Blockage Period is shall be terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the requisite holders of such Designated Senior Indebtedness necessary to terminate such period or from their representative. No new Payment Blockage Period may be commenced unless and until 365 days have elapsed since the Representative effectiveness of the immediately preceding Payment Blockage Notice. However, if any Payment Blockage Notice within such 365-day period is given by or on behalf of any holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness (other than the agent under the Senior Credit Facilities), the Company agent under the Senior Credit Facilities may resume payments on the Subordinated Securities after such give another Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during within such period. For purposes In no event, however, shall the total number of this Section 14.03, no default days during which any Payment Blockage Period or event of default Periods is in effect exceed 179 days in the aggregate during any 365 consecutive day period. No Non-Payment Default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Issuers and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company Issuers to the Trustee pursuant to the first paragraph of Section 12.033.05) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, unless and until the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Issuers and the Subsidiary Guarantors may make payments on the Subordinated Debt Securities or any related Guarantee without regard to the foregoing if the Company Issuers and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Issuers and the Subsidiary Guarantors may not make payments on the Subordinated Debt Securities or any related Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company Issuers and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Issuers (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Issuers and the Subsidiary Guarantors may resume payments on the Subordinated Debt Securities and related Guarantees after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company (i) No payment may not pay be made hereunder, directly or indirectly, if a default in payment of the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in Obligations with respect to any Senior Indebtedness, occurs (each, a “Senior Payment Default”), by reason of acceleration or otherwise, until all Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has Payment Defaults have been cured or waived and any such acceleration has been rescinded in accordance with the terms of the agreement, indenture or other document governing such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive (as evidenced by a written notice approving such payment waiver from the holders (or a Financial Representative thereof) of each issue of Designated the applicable Senior Indebtedness. ). (ii) During the continuance of any event of default (other than a default described in the preceding sentence) with respect to any Senior Indebtedness pursuant (other than a Senior Payment Default), permitting the holders thereof (or their Financial Representative) to which accelerate the maturity thereof thereof, no payment may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) made hereunder, directly or the expiration of any applicable grace periodsindirectly, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee Indemnitor of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Payment Blockage Notice”) of such event of default from Persons entitled to give such notice under any agreement pursuant to which that Senior Indebtedness may have been issued, that such an event of default has occurred and is continuing and ending 179 on the earliest of: (1) one hundred and eighty (180) days thereafter from the date of receipt of the Payment Blockage Notice; (2) the date such event of default has been cured or earlier if waived in accordance with the terms of such Senior Indebtedness; or (3) the date such Payment Blockage Period is shall have been terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after initiating such Payment Blockage Period. Not more than one Notwithstanding any of the foregoing, until the Obligations under the Principal Credit Agreement are Paid in Full, (x) only the Senior Agent shall have the right to give a Payment Blockage Notice and (y) any Payment Blockage Notice given by a holder of any Senior Indebtedness that is not the Senior Agent shall not be effective for any purposes. Homes shall deliver any Payment Blockage Notice promptly to Indemnitee. (iii) Indemnitor may be given in any consecutive 360-day period, irrespective resume payments hereunder at the end of the number of defaults Payment Blockage Period unless a Senior Payment Default then exists. (iv) Until all Obligations with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.03are Paid in Full, no default so long as a Senior Payment Default has occurred and is continuing or event of default that existed or was continuing on the date of the commencement of any a Payment Blockage Period has commenced and is continuing, Indemnitee shall not (and shall not permit any member of the Honeywell Group to) make, xxx for, ask or demand from any member of the Homes Group payment of all or any of the obligations hereunder, or commence, or join with any creditor other than the Senior Agent in commencing, directly or indirectly cause any member of the Homes Group, or assist any member of the Homes Group in commencing, any Insolvency Proceeding; provided, however, that nothing herein shall restrict Indemnitee from filing a proof of claim with respect to obligations hereunder in any Insolvency Proceeding. (v) Indemnitor shall promptly provide written notice to Indemnitee regarding the Senior Indebtedness initiating such Payment Blockage Period shall be, occurrence or be made, the basis of the commencement termination of a subsequent Senior Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysDefault.

Default on Senior Indebtedness. The Company Issuers and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII VIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.11, by the delivery of Subordinated Securities by the Company Issuers to the Trustee pursuant to the first paragraph of Section 12.033.11) any Subordinated Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Issuers and the Subsidiary Guarantors may make payments on the Subordinated Securities or any related Guarantee without regard to the foregoing if the Company Issuers and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Issuers and the Subsidiary Guarantors may not make payments on the Subordinated Securities or any related Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company Issuers and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Issuers (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 10.02 and the first sentence of this Section 14.0310.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Issuers and the Subsidiary Guarantors may resume payments on the Subordinated Securities and any related Guarantee after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.01 for the Subordinated Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0310.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Issuers and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company Issuers to the Trustee pursuant to the first paragraph of Section 12.033.05) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, unless and until the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Issuers and the Subsidiary Guarantors may make payments on the Subordinated Debt Securities or any related Guarantee without regard to the foregoing if the Company Issuers and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Issuers and the Subsidiary Guarantors may not make payments on the Subordinated Debt Securities or any related Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company Issuers and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Issuers (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Issuers and the Subsidiary Guarantors may resume payments on the Subordinated Debt Securities and related Guarantee after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Partnership and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company Partnership to the Trustee pursuant to the first paragraph of Section 12.033.05) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, unless and until the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Partnership and the Subsidiary Guarantors may make payments on the Subordinated Debt Securities or any related Guarantee without regard to the foregoing if the Company Partnership and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Partnership and the Subsidiary Guarantors may not make payments on the Subordinated Debt Securities or any related Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company Partnership and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Partnership (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Partnership and the Subsidiary Guarantors may resume payments on the Subordinated Debt Securities and related Guarantees after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Issuers may not pay the principal of, or premium, premium (if any, ) or interest onon the Securities, the Subordinated Securities or make any deposit in trust under Article IV or XIII pursuant to Section 8.01, and may not otherwise purchase, repurchase, redeem or otherwise acquire or retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) value any Securities (collectively, “"pay the Subordinated Securities”") if (a) any principal, premium or interest or other amount payable in respect of Designated Senior Indebtedness of either of the Issuers is not paid within any applicable grace period when due or (including at maturityb) or any other default on such Designated Senior Indebtedness of either of Issuers occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cashfull; provided, however, that the Company Issuers may make payments on pay the Subordinated Securities without regard to the foregoing if the Company Issuers and the Trustee receive written notice approving such payment from the Representative of each issue of such Designated Senior IndebtednessIndebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of either of the Issuers pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Issuers may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a "Blockage Notice") of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (a) by written notice to the Trustee and the Company Issuers from the Person or Persons who gave such Blockage Notice, (b) by repayment in full in cash of such Designated Senior Indebtedness or (c) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0310.03 and the following three sentences), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Issuers may resume payments on the Subordinated Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.03Section, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII VIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.11, by the delivery of Subordinated Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.11) any Subordinated Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company and the Subsidiary Guarantors may make payments on the Subordinated Securities or any related Guarantee 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 Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company and the Subsidiary Guarantors may not make payments on the Subordinated Securities or any related Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 10.02 and the first sentence of this Section 14.0310.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company and the Subsidiary Guarantors may resume payments on the Subordinated Securities and any related Guarantee after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.01 for the Subordinated Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0310.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.06) any Debt Securities (collectively, “"pay the Subordinated Debt Securities”") if (a) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (b) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. During the continuance of any default (other than a default 67 76 described in clause (a) or (b) of the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (A) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (B) by repayment in full in cash of such Designated Senior Indebtedness or (C) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, of or interest on, on the Subordinated Securities Notes or make any deposit in trust under Article IV or XIII pursuant to Section 2.04 and may not repurchase, redeem or otherwise retire any Notes if (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03i) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of any Designated Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (ii) any other default on Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated 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 Indebtednesscash or cash equivalents. 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods), the Company may not make payments on pay the Subordinated Securities Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any such Designated Senior Indebtedness 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 and the Company from the Person or Persons Representative who gave such Payment Blockage Notice, (ii) by repayment in full in cash or cash equivalents of such Designated Senior Indebtedness or (iii) because the default giving rise to such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03)sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness and shall not have rescinded such acceleration, the Company may (unless otherwise prohibited pursuant to the first sentence of this Section 5.03) resume payments on the Subordinated Securities Notes after such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Indebtedness may be given in any consecutive 360365-day period, irrespective of the number of defaults with respect to any number of one or more issues of Designated Senior Indebtedness during such period; provided, further, that no new Payment Blockage Notice may be given unless all scheduled payments on the Notes that have become due and payable have been paid in full to the Holders. For purposes of this Section 14.03, no default or event of Any default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice shall not be permitted to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a for any subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysNotice.

Default on Senior Indebtedness. The (a) No direct or indirect payment by or on behalf of the Company may not pay the of principal of, or premium, if any, or interest onon the Securities, whether pursuant to the Subordinated terms of the Securities or make any deposit in trust under Article IV or XIII and may not upon acceleration, by way of repurchase, redeem redemption, defeasance or otherwise retire (exceptotherwise, will be made if, at the time of such payment, there exists a default in the case payment when due of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by all or any portion of the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium obligations under or interest or other amount payable in respect of any Senior Indebtedness is not paid within any applicable grace period (including Indebtedness, whether at maturity) , on account of mandatory redemption or any other prepayment, acceleration or otherwise, and such default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has shall not have been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments benefits of this sentence waived by or on of the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative holders of each issue of Designated Senior Indebtedness. During . (b) In addition, during the continuance of any non-payment default (other than a or non-payment event of default described in the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further accelerated, and upon receipt by the Trustee of written notice (except a “Payment Blockage Notice”) from a holder or holders of such notice as may be required to effect such acceleration) Senior Indebtedness or the expiration trustee or agent acting on behalf of such Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Senior Indebtedness has been discharged or repaid in full in cash, or the requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment of any applicable grace periods, kind or character with respect to any principal of or interest on or distribution will be made by or on behalf of the Company may not make payments on account of or with respect to the Subordinated Securities for Securities, during a period (a “Payment Blockage Period”) commencing upon on the date of receipt of such Payment Blockage Notice by the Company Trustee and ending 179 days thereafter. (c) Notwithstanding anything herein to the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect contrary, (x) in no event will a Payment Blockage Period (a “Blockage Notice”) and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given and (or earlier if such y) there must be 180 days in any 360-day period during which no Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Periodeffect. 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 the Securities during any number period of issues of Senior Indebtedness during such period360 consecutive days. For purposes of this Section 14.03, no 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 Indebtedness initiating such Payment Blockage Period shall may be, or be made, the basis of for the commencement of a subsequent any other Payment Blockage Period by the Representative holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days. (d) 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 13.02, 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 instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, to the extent necessary to pay such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee.

Default on Senior Indebtedness. The Company may not pay make any payment upon or in respect of the Notes (except in such subordinated securities) and may not acquire from the Trustee or any Noteholder any Note for cash or property (other than securities that are subordinated to at least the same extent as the Note to (i) Senior Indebtedness and (ii) any securities issued in exchange for Senior Indebtedness) until all Senior Indebtedness has been paid in full if: (a) a default in the payment of the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity is continuing beyond any applicable period of such grace (a “Payment Default”); or (b) a default, other than a Payment Default on Senior Indebtedness occurs and is accelerated in accordance with its terms unless, in either case, continuing that permits holders of the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated Securities without regard as to the foregoing if the Company which such default relates to accelerate its maturity (a “Nonpayment Default”) and the Trustee receive written receives a notice approving such payment from of the Representative of each issue of Designated Senior Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage PeriodNotice”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative or Representatives of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given at least a majority in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues principal amount of Senior Indebtedness during such periodthen outstanding. For purposes of this Section 14.03, no default or event of default No Nonpayment Default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period Notice to the Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive 180 days. No new period of payment blockage may be commenced within 360 days after the receipt by the Trustee of any prior Payment Blockage Notice. The Company, with notice and evidence of the occurrence of (c) or (d) provided to the Trustee, may and shall resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of: (c) in the case of a Payment Default, upon the date on which the default is cured or waived, or (d) in the case of a default other than a NonPayment Default: 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Senior Indebtedness has been accelerated, if this Article XV otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, premium (if any, ) or interest on, Interest on the Subordinated Securities Notes or make any deposit in trust under pursuant to Article IV or XIII 13 and may not otherwise purchase, repurchase, redeem or otherwise acquire or retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) value any Securities Notes (collectively, “pay the Subordinated SecuritiesNotes”) if (a) any principal, premium or interest or other amount payable in respect of Designated Senior Indebtedness of the Company is not paid within any applicable grace period when due or (including at maturityb) or any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Securities Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of the Designated Senior IndebtednessIndebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a “Blockage Notice”) of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (a) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (b) by repayment in full in cash of such Designated Senior Indebtedness or (c) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03and the next sentence), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities Notes after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.03Section, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Issuer shall not make any payment upon or in respect of the Securities (except that Holders may not pay receive (i) shares of stock and any debt securities that are subordinated at least to the same extent as the Securities to (a) Senior Indebtedness and (b) any securities issued in exchange for Senior Indebtedness and (ii) payments and other distributions made from the trusts described in Section 5.01) until all Senior Indebtedness has been paid in full in cash or Cash Equivalents if (i) a default in the payment of the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust of unreimbursed amounts under Article IV drawn letters of credit or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) bankers' acceptances or any other default on fees relating to letters of credit or bankers' acceptances constituting, Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace in the maturity of indenture, agreement or other document governing such Designated Senior Indebtedness (a "Payment Default") or (ii) any other default occurs and is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated 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 Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) continuing with respect to any Designated Senior Indebtedness pursuant 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 Company may not make payments on the Subordinated Securities for a period periods (a “"Non-Payment Blockage Period”Default") commencing upon the receipt by the Company and the Trustee of written receives a notice of such default (a "Payment Blockage Notice") from a representative of holders of such Designated Senior Indebtedness. Payments on the Representative Securities, including any missed payments, may and shall be resumed (a) in the case of any a Payment Default, upon the date on which such default is cured or waived or shall have ceased to exist or such Designated Senior Indebtedness specifying an election to effect shall have been discharged or paid in full in cash or Cash Equivalents and all outstanding Letter of Credit Obligations shall have been fully cash collateralized and (b) in case of a Non-Payment Default, the earlier of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Period Notice is received (a “each such period, the "Payment Blockage Notice”Period") and ending 179 days thereafter or (or earlier if z) the date such Payment Blockage Period is shall be terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the requisite holders of such Designated Senior Indebtedness necessary to terminate such period or from their representative. No new Payment Blockage Period may be commenced unless and until 365 days have elapsed since the Representative effectiveness of the immediately preceding Payment Blockage Notice. However, if any Payment Blockage Notice within such 365-day period is given by or on behalf of any holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness (other than the agent under the Senior Credit Facilities), the Company agent under the Senior Credit Facilities may resume payments on the Subordinated Securities after such give another Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during within such period. For purposes In no event, however, shall the total number of this Section 14.03, no default days during which any Payment Blockage Period or event of default Periods is in effect exceed 179 days in the aggregate during any 365 consecutive day period. No Non-Payment Default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company No Subsidiary Guarantor may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust under Article IV payment pursuant to its Subsidiary Guarantee or XIII and may not repurchaseotherwise purchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) or defease any Securities Notes (collectively, “pay the Subordinated Securitiesits Subsidiary Guarantee”) if (i) any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Subsidiary Guarantor is not paid within any applicable grace period in full in cash or Cash Equivalents when and to the extent due or (including at maturityii) or any other default on Senior Indebtedness of such Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms (either such event, a “Guarantor Payment Default”) unless, in either case, (x) the default Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness has been paid in full in cashcash or Cash Equivalents; provided, however, that the Company a Subsidiary Guarantor may make payments on the Subordinated Securities pay its Subsidiary Guarantee without regard to the foregoing if the Company such Guarantor Payment Default relates to Designated Senior Indebtedness and such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative for the Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing. In addition, no Subsidiary Guarantor may pay its Subsidiary Guarantee during the continuance of each issue a Payment Blockage Period after receipt by the Company and the Trustee of a Blockage Notice under Section 1403. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions of the first paragraph of this Section 1503), a Subsidiary Guarantor shall promptly resume payments, if any are required, pursuant to its Subsidiary Guarantee, including any missed payments, after such Payment Blockage Period ends, unless the holders of such Designated Senior Indebtedness have or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists. During In addition, during the continuance of any default (other than a default described in the preceding sentenceGuarantor Payment Default) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a period (a “Guarantor Non-payment Default”), such Subsidiary Guarantor may not pay its Subsidiary Guarantee for the period specified as follows (a “Guarantor Payment Blockage Period”) commencing ). The Guarantor Payment Blockage Period shall commence upon the receipt by the Company and the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a “Guarantor Blockage Notice”) of such default Guarantor Non-payment Default from the Representative of any for such Designated Senior Indebtedness specifying an election to effect a Guarantor Payment Blockage Period and shall end on the earliest to occur of the following events: (a “i) 179 days shall have elapsed since such receipt of such Guarantor Blockage Notice”, (ii) the Guarantor Non-payment Default giving rise to such Guarantor Blockage Notice is no longer continuing (and ending 179 days thereafter no other Guarantor Payment Default or Guarantor Non-payment Default is then continuing), (iii) such Designated Senior Indebtedness shall have been discharged or earlier if repaid in full in cash or Cash Equivalents or (iv) such Guarantor Payment Blockage Period is shall have been terminated by written notice to the Trustee and the Company such Subsidiary Guarantor from the Person or Persons who gave such Guarantor Blockage Notice. A Subsidiary Guarantor may pay its Subsidiary Guarantee, by repayment in full in cash of after such Designated Senior Indebtedness or because the default giving rise to such Guarantor 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 14.03)Period ends, unless the holders of such Designated Senior Indebtedness have or the Representative of such holders shall have has accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such or any Guarantor Payment Blockage PeriodDefault otherwise exists. Not more than one Guarantor Blockage Notice to a Subsidiary Guarantor in the aggregate may be given in any 360 consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness of such Subsidiary Guarantor during such period, except that if any Guarantor Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Subsidiary Guarantor other than Bank Indebtedness, a Representative of holders of Bank Indebtedness that is Guaranteed by such Subsidiary Guarantor may give another Guarantor Blockage Notice within such period. For purposes In no event may the total number of this Section 14.03, no default or event of default that existed or was continuing on days during which any Guarantor Payment Blockage Period is in effect extend beyond 179 days from the date of receipt by the commencement Trustee of the relevant Guarantor Blockage Notice, and there must be a 181 consecutive day period during any 360 consecutive day period during which no Guarantor Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysis in effect.

Default on Senior Indebtedness. The Company and the Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII VIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.11, by the delivery of Subordinated Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.11) any Subordinated Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company and the Guarantors may make payments on the Subordinated Securities or any related Guarantee 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 Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company and the Guarantors may not make payments on the Subordinated Securities or any related Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee (and if such Designated Senior Indebtedness is Debt of a Guarantor, the Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company (and if such Designated Senior Indebtedness is Debt of a Guarantor, the Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 10.02 and the first sentence of this Section 14.0310.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company and the Guarantors may resume payments on the Subordinated Securities and any related Guarantee after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.01 for the Subordinated Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0310.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.06) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if (a) any principal, premium or interest or other amount payable in respect of Senior Indebtedness of the Company is not paid within when due, including any applicable grace period (including at maturity) or (b) any other default on Senior Indebtedness of the Company occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 IndebtednessIndebtedness of the Company. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness of the Company specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of the Company initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. No Guarantor may make a payment or distribution in respect of its guarantee of any Subordinated Debt Securities (“make a guarantee payment on Subordinated Debt Securities”) if (a) any principal, premium or interest in respect of Senior Indebtedness of such Guarantor is not paid when due, including any applicable grace period (including at maturity) or (b) any other default on Senior Indebtedness of such Guarantor occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that such Guarantor may make a guarantee payment on the Subordinated Debt Securities without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness of such Guarantor. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of such Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not make a guarantee payment on Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by such Guarantor and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph of this Section 12.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor may resume payments under its guarantee of any Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of such Guarantor initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, 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 Indebtedness. The Company (i) No payment may not pay be made hereunder, directly or indirectly, if a default in payment of the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in Obligations with respect to any Senior Indebtedness, occurs (each, a “Senior Payment Default”), by reason of acceleration or otherwise, until all Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has Payment Defaults have been cured or waived and any such acceleration has been rescinded in accordance with the terms of the agreement, indenture or other document governing such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive (as evidenced by a written notice approving such payment waiver from the holders (or a Financial Representative thereof) of each issue of Designated the applicable Senior Indebtedness. ). (ii) During the continuance of any event of default (other than a default described in the preceding sentence) with respect to any Senior Indebtedness pursuant (other than a Senior Payment Default), permitting the holders thereof (or their Financial Representative) to which accelerate the maturity thereof thereof, no payment may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) made hereunder, directly or the expiration of any applicable grace periodsindirectly, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee Payor of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Payment Blockage Notice”) of such event of default from Persons entitled to give such notice under any agreement pursuant to which that Senior Indebtedness may have been issued, that such an event of default has occurred and is continuing and ending 179 on the earliest of: (1) one hundred and eighty (180) days thereafter from the date of receipt of the Payment Blockage Notice; (2) the date such event of default has been cured or earlier if waived in accordance with the terms of such Senior Indebtedness; or (3) the date such Payment Blockage Period is shall have been terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after initiating such Payment Blockage Period. Not more than one Notwithstanding any of the foregoing, until the Obligations under the Principal Credit Agreement are Paid in Full, (x) only the Senior Agent shall have the right to give a Payment Blockage Notice and (y) any Payment Blockage Notice given by a holder of any Senior Indebtedness that is not the Senior Agent shall not be effective for any purposes. Transportation Systems shall deliver any Payment Blockage Notice promptly to Payee. (iii) Payor may be given in any consecutive 360-day period, irrespective resume payments hereunder at the end of the number of defaults Payment Blockage Period unless a Senior Payment Default then exists. (iv) Until all Obligations with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.03are Paid in Full, no default so long as a Senior Payment Default has occurred and is continuing or event of default that existed or was continuing on the date of the commencement of any a Payment Blockage Period has commenced and is continuing, Payee shall not (and shall not permit any member of the Honeywell Group to) make, xxx for, ask or demand from any member of the Transportation Systems Group payment of all or any of the obligations hereunder, or commence, or join with any creditor other than the Senior Agent in commencing, directly or indirectly cause any member of the Transportation Systems Group, or assist any member of the Transportation Systems Group in commencing, any Insolvency Proceeding; provided, however, that nothing herein shall restrict Payee from filing a proof of claim with respect to obligations hereunder in any Insolvency Proceeding. (v) Payor shall promptly provide written notice to Payee regarding the Senior Indebtedness initiating such Payment Blockage Period shall be, occurrence or be made, the basis of the commencement termination of a subsequent Senior Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysDefault.

Default on Senior Indebtedness. The Company and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or any related Guarantee or make any deposit in trust under Article IV or XIII pursuant to ARTICLE XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.05) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company and the Subsidiary Guarantors may make payments on the Subordinated Debt Securities or any related Guarantee 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 Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company and the Subsidiary Guarantors may not make payments on the Subordinated Debt Securities or any related Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company and the Subsidiary Guarantors may resume payments on the Subordinated Debt Securities and related Guarantees after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Issuers and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company Issuers to the Trustee pursuant to the first paragraph of Section 12.033.05) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either any case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Issuers and the Subsidiary Guarantors may make payments on the Subordinated Debt Securities or any related Guarantee without regard to the foregoing if the Company Issuers and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Issuers and the Subsidiary Guarantors may not make payments on pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company Issuers and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Issuers (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Issuers and the Subsidiary Guarantors may resume payments on the Subordinated Debt Securities and related Guarantees after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, premium (if any, ) or interest on, or any other amount in respect of, the Subordinated Securities or make any deposit in trust under pursuant to Article IV or XIII VIII and may not repurchaseotherwise purchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “"pay the Subordinated Securities”") if any principal, premium or interest or other amount payable due in respect of any Senior Indebtedness is not paid within (including, without limitation any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and amount due as a result of acceleration of the maturity thereof by reason of such Senior Indebtedness is accelerated default or otherwise) has not been paid in accordance with its terms unless, full in either case, cash or Cash Equivalents unless the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; providedcash or Cash Equivalents. However, however, that the Company may make payments on pay the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue the holders of the Designated Senior IndebtednessIndebtedness with respect to which the events set forth in the immediately preceding sentence have occurred and are continuing. During In addition, during the continuance of any default (other than a payment default described in the first sentence of the immediately preceding sentenceparagraph) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a "Blockage Notice") of such default from the Representative of any the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such Blockage Notice is no longer continuingand all other defaults with respect to such Designated Senior Indebtedness shall have been cured or shall have ceased to exist or (iii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained paragraph, unless any payment default described in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtednesssecond immediately preceding paragraph has occurred and is then continuing, the Company may resume payments on the Subordinated Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes However, if any Blockage Notice within such 360-day period is given by or on behalf of this Section 14.03any holders of Designated Senior Indebtedness other than the Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. In no default or event event, however, may the total number of default that existed or was continuing on the date of the commencement of days during which any Payment Blockage Period with respect to or Periods is in effect exceed 179 days in the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of aggregate during any 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 daysday period.

Default on Senior Indebtedness. The Company may not pay make any payment of the principal ofPrincipal Amount at Maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Change of Control Purchase Price or premiuminterest, if any, or interest on, in respect of the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem pay cash with respect to the Purchase Price (or portion thereof) or cash in respect of a conversion of any Security or otherwise retire acquire any Securities for cash or property if: (except1) any payment default on any Senior Indebtedness has occurred and is continuing beyond any applicable grace period with respect thereto; or (2) a default (other than a default referred to in the preceding clause (1)) on any Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to accelerate the maturity thereof and the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such notice pursuant to the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for purposes of this Section 12.04. The Company may resume payment on the Securities and may acquire Securities if and when: (a) the default referred to above is cured or waived as provided or permitted in accordance with the terms of the applicable Senior Indebtedness; or (b) in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant default referred to Article XII by in clause (2) of the delivery of Subordinated Securities preceding paragraph, 179 or more days pass after the receipt by the Company to of the Trustee pursuant to Section 12.03notice described in clause (2) any Securities (collectively, “pay above; and this Indenture otherwise permits the Subordinated Securities”) if any principal, premium payment or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including acquisition at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cashthat time; provided, however, that with respect to payments made after the 179-day period referred to in clause (b) of this Section 12.04, the Trustee or the Holder of any Securities shall pay over and deliver forthwith to the Company may make payments on for the Subordinated Securities without regard benefit of the holders of Senior Indebtedness any amounts received by the Trustee or any such Holder to the foregoing if extent necessary to pay all holders of Senior Indebtedness in full in cash or otherwise provide for such payment thereof (as such phrase is defined above). In the event that, notwithstanding the foregoing, (a) the Company and shall make any payment to the Trustee receive written notice approving such payment from or the Representative of each issue of Designated Senior Indebtedness. During the continuance Holder of any default Security prohibited by the foregoing provisions of this Section, and (other than a default described in the preceding sentenceb) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or payment made after the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a 179-day period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall (to the extent permitted by law) be paid over and delivered forthwith to the Company from by or on behalf of the Person or Persons who gave person holding such Blockage Notice, by repayment in full in cash payment for the benefit of such Designated the holders of the Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing)Indebtedness. Notwithstanding the The provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in not apply to any consecutive 360-day period, irrespective of the number of defaults payment with respect to any number of issues of Senior Indebtedness during such period. For purposes of this which Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or 12.02 would be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysapplicable.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.06, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.07) any Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided, further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The (a) No direct or indirect payment by or on behalf of the Company may not pay the of principal of, or premium, if any, or interest onon the Securities, whether pursuant to the Subordinated terms of the Securities or make any deposit in trust under Article IV or XIII and may not upon acceleration, by way of repurchase, redeem redemption, defeasance or otherwise retire (exceptotherwise, will be made if, at the time of such payment, there exists a default in the case payment when due of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by all or any portion of the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium obligations under or interest or other amount payable in respect of any Senior Indebtedness is not paid within any applicable grace period (including Indebtedness, whether at maturity) , on account of mandatory redemption or any other prepayment, acceleration or otherwise, and such default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has shall not have been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments benefits of this sentence waived by or on of the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative holders of each issue of Designated Senior Indebtedness. During . (b) In addition, during the continuance of any non-payment default (other than a or non-payment event of default described in the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periodsaccelerated, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage Period”) commencing and upon the receipt by the Company and the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, then, unless and until such default from or event of default has been cured or waived or has ceased to ex- ist or such Senior Indebtedness has been discharged or repaid in full in cash, or the Representative requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment of any Designated Senior Indebtedness specifying an election kind or character with respect to effect any principal of or interest on or distribution will be made by or on behalf of the Company on account of or with respect to the Securities, during a period (a "Payment Blockage Period") commencing on the date of receipt of such Payment Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period (a “Blockage Notice”) and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given and (or earlier if such y) there must be 180 days in any 360-day period during which no Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Periodeffect. 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 the Securities during any number period of issues of Senior Indebtedness during such period360 consecutive days. For purposes of this Section 14.03, no 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 Indebtedness initiating such Payment Blockage Period shall may be, or be made, the basis of for the commencement of a subsequent any other Payment Blockage Period by the Representative holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days. (c) 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, 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 instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, to the extent necessary to pay such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee.

Default on Senior Indebtedness. The Company (i) No payment may not pay be made hereunder, directly or indirectly, if a default in payment of the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in Obligations with respect to any Senior Indebtedness, occurs (each, a “Senior Payment Default”), by reason of acceleration or otherwise, until all Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has Payment Defaults have been cured or waived and any such acceleration has been rescinded in accordance with the terms of the agreement, indenture or other document governing such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive (as evidenced by a written notice approving such payment waiver from the holders (or a Financial Representative thereof) of each issue of Designated the applicable Senior Indebtedness. ). (ii) During the continuance of any event of default (other than a default described in the preceding sentence) with respect to any Senior Indebtedness pursuant (other than a Senior Payment Default), permitting the holders thereof (or their Financial Representative) to which accelerate the maturity thereof thereof, no payment may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) made hereunder, directly or the expiration of any applicable grace periodsindirectly, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee Indemnitor of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Payment Blockage Notice”) of such event of default from Persons entitled to give such notice under any agreement pursuant to which that Senior Indebtedness may have been issued, that such an event of default has occurred and is continuing and ending 179 on the earliest of: (1) one hundred and eighty (180) days thereafter from the date of receipt of the Payment Blockage Notice; (2) the date such event of default has been cured or earlier if waived in accordance with the terms of such Senior Indebtedness; or (3) the date such Payment Blockage Period is shall have been terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after initiating such Payment Blockage Period. Not more than one Notwithstanding any of the foregoing, until the Obligations under the Principal Credit Agreement are Paid in Full, (x) only the Senior Agent shall have the right to give a Payment Blockage Notice and (y) any Payment Blockage Notice given by a holder of any Senior Indebtedness that is not the Senior Agent shall not be effective for any purposes. Homes shall deliver any Payment Blockage Notice promptly to Indemnitee. (iii) Indemnitor may be given in any consecutive 360-day period, irrespective resume payments hereunder at the end of the number of defaults Payment Blockage Period unless a Senior Payment Default then exists. (iv) Until all Obligations with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.03are Paid in Full, no default so long as a Senior Payment Default has occurred and is continuing or event of default that existed or was continuing on the date of the commencement of any a Payment Blockage Period has commenced and is continuing, Indemnitee shall not (and shall not permit any member of the Honeywell Group to) make, sxx for, ask or demand from any member of the Homes Group payment of all or any of the obligations hereunder, or commence, or join with any creditor other than the Senior Agent in commencing, directly or indirectly cause any member of the Homes Group, or assist any member of the Homes Group in commencing, any Insolvency Proceeding; provided, however, that nothing herein shall restrict Indemnitee from filing a proof of claim with respect to obligations hereunder in any Insolvency Proceeding. (v) Indemnitor shall promptly provide written notice to Indemnitee regarding the Senior Indebtedness initiating such Payment Blockage Period shall be, occurrence or be made, the basis of the commencement termination of a subsequent Senior Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysDefault.

Default on Senior Indebtedness. The Company may not pay (a) No direct or indirect payment by or on behalf of the Issuers of principal of, or premium, if any, or interest onon the Securities, whether pursuant to the Subordinated terms of the Securities or make any deposit in trust under Article IV or XIII and may not upon acceleration, by way of repurchase, redeem redemption, defeasance or otherwise retire (exceptotherwise, will be made if, at the time of such payment, there exists a default in the case payment when due of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by all or any portion of the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium obligations under or interest or other amount payable in respect of any Senior Indebtedness is not paid within any applicable grace period (including Indebtedness, whether at maturity) , on account of mandatory redemption or any other prepayment, acceleration or otherwise, and such default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has shall not have been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments benefits of this sentence waived by or on of the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative holders of each issue of Designated Senior Indebtedness. During . (b) In addition, during the continuance of any non-payment default (other than a or non-payment event of default described in the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periodsaccelerated, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage Period”) commencing and upon the receipt by the Company and the Trustee of written notice (a "Payment Blockage Notice") from a holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, then, unless and until such default from or event of default has been cured or waived or has ceased to exist or such Senior Indebtedness has been discharged or repaid in full in cash, or the Representative requisite holders of such Senior Indebtedness have otherwise agreed in writing, no payment of any Designated Senior Indebtedness specifying an election kind or character with respect to effect any principal of or interest on or distribution will be made by or on behalf of the Issuers on account of or with respect to the Securities, during a period (a "Payment Blockage Period") commencing on the date of receipt of such Payment Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period (a “Blockage Notice”) and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given and (or earlier if such y) there must be 180 days in any 360-day period during which no Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Periodeffect. 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 the Securities during any number period of issues of Senior Indebtedness during such period360 consecutive days. For purposes of this Section 14.03, no 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 Indebtedness initiating such Payment Blockage Period shall may be, or be made, the basis of for the commencement of a subsequent any other Payment Blockage Period by the Representative holder or holders of such Senior Indebtedness or the trustee or agent acting on behalf of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have has been cured or waived for a period of not less than 90 consecutive days. (c) 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, 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 instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuers, to the extent necessary to pay such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.06, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.07) any Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0313.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided, further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0313.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, premium (if any), or interest on, and other obligations with respect to, the Subordinated Securities or make any deposit in trust under Article IV pursuant to Section 9.03 or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “"pay the Subordinated Securities”") if (i) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period when due or (including at maturityii) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and or is no longer continuing and/or any such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full in cashfull; provided, however, that the Company may make payments on pay the Subordinated Securities Securities, subject to the provisions of Section 7.02, without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative Representatives of each issue the Senior Indebtedness with respect to which either of Designated Senior Indebtednessthe events set forth in clause (i) or (ii) of this sentence has occurred or 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments pay the Securities (except (i) in Qualified Capital Stock issued by the Company to pay interest on the Subordinated Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by the Company in payment of interest accrued thereon or (iii) in securities issued by the Company which are subordinated to the Senior Indebtedness at least to the same extent as the Securities and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities) for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a "Blockage Notice") of such default from the Representative of any the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such Blockage Notice has been cured, waived or is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in of the immediately preceding sentence (sentence, but subject to the provisions contained in of the first sentence of this Section 14.03), unless 7.03 and the holders provisions of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessSection 7.02, the Company may resume payments on the Subordinated Securities after the end of such Payment Blockage Period. Not more than one Blockage Notice may be given given, and not more than one Payment Blockage Period may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes However, if any Blockage Notice within such 360-day period is given by or on behalf of this Section 14.03any holders of Designated Senior Indebtedness (other than the agent under the Senior Credit Facilities), the agent under the Senior Credit Facilities may give another Blockage Notice within such period. In no default event, however, may the total number of days during which any Payment Blockage Period or event of Payment Blockage Periods are in effect exceed 179 days in the aggregate during any 360 consecutive day period. No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Partnership and the Guarantor may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or the Guarantee or make any deposit in trust under pursuant to Article IV or XIII VIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.11, by the delivery of Subordinated Securities by the Company Partnership to the Trustee pursuant to the first paragraph of Section 12.033.11) any Subordinated Securities (collectively, “"pay the Subordinated Securities”") if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Partnership and the Guarantor may make payments on the Subordinated Securities or any related Guarantee without regard to the foregoing if the Company Partnership and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Partnership and the Guarantor may not make payments on the Subordinated Securities or any related Guarantee for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company Partnership and the Trustee (and if such Designated Senior Indebtedness is Debt of the Guarantor, the Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Partnership (and if such Designated Senior Indebtedness is Debt of the Guarantor, the Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 10.02 and the first sentence of this Section 14.0310.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Partnership and the Guarantor may resume payments on the Subordinated Securities and related Guarantee after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.01 for the Subordinated Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0310.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Partnership may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company Partnership to the Trustee pursuant to the first paragraph of Section 12.033.05) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, unless and until the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Partnership may make payments on the Subordinated Debt Securities without regard to the foregoing if the Company Partnership and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Partnership may not make payments on the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company Partnership and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Partnership from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Partnership may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, of or interest on, on the Subordinated 78 EXHIBIT 4.1 Securities or make any deposit in trust under Article IV or XIII pursuant to Section 8.01 and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “"pay the Subordinated Securities”") if (i) any principal, premium or interest or other amount payable in respect of Designated Senior Indebtedness is not paid within any applicable grace period when due or (including at maturityii) or any other default on Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cashfull; provided, however, that the Company may make payments on pay the Subordinated 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 such Designated Senior Indebtedness. 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice (a "Blockage Notice") of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03Section), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after termination of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes of this Section 14.03Section, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, 79 EXHIBIT 4.1 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 Indebtedness. The Company (i) No payment may not pay the principal ofbe made hereunder, directly or premiumindirectly, if anya Senior Payment Default occurs, by reason of acceleration or interest onotherwise, the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of until all Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has Payment Defaults have been cured or waived and any such acceleration has been rescinded in accordance with the terms of the agreement, indenture or other document governing such Senior Indebtedness (as evidenced by a written waiver from the holders (or a Financial Representative thereof) of the applicable Senior Indebtedness). (ii) During a Payment Blockage Period, no payment may be made hereunder, directly or indirectly. Notwithstanding any of the foregoing, until the Obligations under the Principal Credit Agreement are Paid in Full, (x) only the Senior Agent shall have the right to give a Payment Blockage Notice and (y) any Payment Blockage Notice given by a holder of any Senior Indebtedness that is not the Senior Agent shall not be effective for any purposes. Indemnitor shall deliver any Payment Blockage Notice promptly to Indemnitee. (iii) Each Guarantor may resume payments hereunder at the end of the Payment Blockage Period unless a Senior Payment Default then exists. (iv) Until all Obligations with respect to Senior Indebtedness are Paid in Full, so long as a Senior Payment Default has been paid occurred and is continuing or a Payment Blockage Period has commenced and is continuing, the Indemnitee shall not (and shall not permit any member of the Honeywell Group to) make, sxx for, ask or demand from any member of the Homes Group payment of all or any of the obligations hereunder, or commence, or join with any creditor other than the Senior Agent in full commencing, directly or indirectly cause any member of the Homes Group, or assist any member of the Homes Group in cashcommencing, any Insolvency Proceeding; provided, however, that nothing herein shall restrict the Company may make payments on the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment Indemnitee from the Representative filing a proof of each issue of Designated Senior Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) claim with respect to obligations hereunder in any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice Insolvency Proceeding. (except such notice as may be required to effect such accelerationv) or the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by Indemnitor shall promptly provide written notice to Indemnitee regarding the Trustee and the Company from the Person occurrence or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement termination of a subsequent Senior Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysDefault.

Default on Senior Indebtedness. The Company Partnership and the Guarantor may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII VIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.11, by the delivery of Subordinated Securities by the Company Partnership to the Trustee pursuant to the first paragraph of Section 12.033.11) any Subordinated Securities (collectively, “"pay the Subordinated Securities”") if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Partnership and the Guarantor may make payments on the Subordinated Securities or any related Guarantee without regard to the foregoing if the Company Partnership and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Partnership and the Guarantor may not make payments on the Subordinated Securities or any related Guarantee for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company Partnership and the Trustee (and if such Designated Senior Indebtedness is Debt of the Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Partnership from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 10.02 and the first sentence of this Section 14.0310.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Partnership and the Guarantor may resume payments on the Subordinated Securities and related Guarantee after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.01 for the Subordinated Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0310.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.06) any Debt Securities (collectively, “pay the Subordinated Debt Securities”) if (a) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (b) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (A) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (B) by repayment in full in cash of such Designated Senior Indebtedness or (C) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided, further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360-day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not, and will not permit any Guarantor to, make any payment, distribution or other transfer of the assets of the Company or such Guarantor (or any other payment, distribution or other transfer on behalf of the Company or any Guarantor from any source) of any kind, or character, whether direct or indirect, by set-off or otherwise, and whether in cash, property or securities (other than Reorganization Securities) in respect of the Note Obligations, or make any deposit pursuant to Section 9.1 and may not, directly or indirectly, repurchase, redeem or otherwise retire any Securities, whether pursuant to the terms of the Securities or upon acceleration or otherwise (collectively, "pay the Securities") if (i) all or any portion of the principal (including any reimbursement obligation) of, or premium, if any, or interest oninterest, the Subordinated Securities commitment fee or make letter of credit fee on or relating to, any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Designated Senior Indebtedness is not paid within any applicable grace period when due or (including at maturityii) or any other default on Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cashfull; provided, however, that the Company may make payments on pay the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative Representatives of each issue of all Designated Senior IndebtednessIndebtedness with respect to which either of the events set forth in clause (i) or (ii) of the immediately preceding sentence 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, neither the Company nor any other Person may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a "Blockage Notice") of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such Blockage Notice is no longer continuing, or (iii) by repayment in full of such Designated Senior Indebtedness); provided' however, that so long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Agreement, a Blockage Notice may be given only by the Credit Agent unless otherwise agreed to in writing by the lenders named therein. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03section), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.06) any Debt Securities (collectively, “pay the Subordinated Debt Securities”) if (a) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (b) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (A) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (B) by repayment in full in cash of such Designated Senior Indebtedness or (C) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided, further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.06) any Debt Securities (collectively, “"pay the Subordinated Debt Securities”") if (a) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (b) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (A) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (B) by repayment in full in cash of such Designated Senior Indebtedness or (C) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided, further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of any Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Debt Securities (collectively, “pay the Subordinated Debt Securities”) if (a) any principal, premium or interest or other amount payable in respect of Senior Indebtedness of the Company is not paid within when due, including any applicable grace period (including at maturity) or (b) any other default on Senior Indebtedness of the Company occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 IndebtednessIndebtedness of the Company. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness of the Company specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of the Company initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. No Guarantor may make a payment or distribution in respect of its guarantee of any Subordinated Debt Securities (“make a guarantee payment on Subordinated Debt Securities”) if (a) any principal, premium or interest in respect of Senior Indebtedness of such Guarantor is not paid when due, including any applicable grace period (including at maturity) or (b) any other default on Senior Indebtedness of such Guarantor occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that such Guarantor may make a guarantee payment on the Subordinated Debt Securities without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness of such Guarantor. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of such Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not make a guarantee payment on Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by such Guarantor and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph of this Section 12.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor may resume payments under its guarantee of any Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of such Guarantor initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, 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 Indebtedness. The Company Issuers and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company Issuers to the Trustee pursuant to the first paragraph of Section 12.033.05) any Subordinated Debt Securities (collectively, ““ pay the Subordinated SecuritiesDebt Securities ”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either any case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Issuers and the Subsidiary Guarantors may make payments on the Subordinated Debt Securities or any related Guarantee without regard to the foregoing if the Company Issuers and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Issuers and the Subsidiary Guarantors may not make payments on pay the Subordinated Debt Securities for a period (a ““ Payment Blockage PeriodPeriod ”) commencing upon the receipt by the Company Issuers and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a ““ Blockage NoticeNotice ”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Issuers (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Issuers and the Subsidiary Guarantors may resume payments on the Subordinated Debt Securities and related Guarantees after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Partnership and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company Partnership to the Trustee pursuant to the first paragraph of Section 12.033.06) any Subordinated Debt Securities (collectively, “"pay the Subordinated Debt Securities”") if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Partnership and the Subsidiary Guarantors may make payments on the Subordinated Debt Securities or any related Guarantee without regard to the foregoing if the Company Partnership and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Partnership and the Subsidiary Guarantors may not make payments on the Subordinated Debt Securities or any related Guarantee for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company Partnership and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor)of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Partnership (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Partnership and the Subsidiary Guarantors may resume payments on the Subordinated Debt Securities and related Guarantees after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, premium (if any), or interest onon the Notes, the Subordinated Securities or make any deposit in trust under Article IV pursuant to Section 13.02 or XIII and may not otherwise repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities Notes (collectively, “pay the Subordinated SecuritiesNotes”) if (a) any principal, premium or interest or other amount payable in respect of Designated Senior Indebtedness of the Company is not paid within any applicable grace period when due or (including at maturityb) or any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cashfull; provided, however, that the Company may make payments on pay the Subordinated Securities Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of such Designated Senior IndebtednessIndebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a “Blockage Notice”) of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (a) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (b) by repayment in full in cash of such Designated Senior Indebtedness or (c) because the no default giving rise with respect to such Blockage Notice any Designated Senior Indebtedness 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 14.0316.03), the Company may resume payments on the Notes after the end of such Payment Blockage Period, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after and such Payment Blockage PeriodDesignated Senior Indebtedness has not been repaid in full. Not more than one Blockage Notice may be given in any period of 360 consecutive 360-day perioddays, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any period of 360 consecutive days. For purposes of this Section 14.0316.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Partnership and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII VIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.11, by the delivery of Subordinated Securities by the Company Partnership to the Trustee pursuant to the first paragraph of Section 12.033.11) any Subordinated Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Partnership and the Subsidiary Guarantors may make payments on the Subordinated Securities or any related Guarantee without regard to the foregoing if the Company Partnership and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Partnership and the Subsidiary Guarantors may not make payments on the Subordinated Securities or any related Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company Partnership and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Partnership (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 10.02 and the first sentence of this Section 14.0310.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Partnership and the Subsidiary Guarantors may resume payments on the Subordinated Securities and related Guarantees after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.01 for the Subordinated Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0310.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may Issuer shall not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust under Article IV payment upon or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period the Securities (including at maturityexcept that Holders may receive (i) or any other default on Senior Indebtedness occurs and the maturity shares of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived Capital Stock and any such acceleration has been rescinded or such Permitted Junior Securities and (ii) payments and other distributions made from the trusts described in Section 5.01) until all Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments cash if (i) a payment default on the Subordinated 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 Indebtedness. During the continuance Indebtedness occurs and is continuing beyond any applicable period of any default (other than a default described grace in the preceding sentenceindenture, agreement or other document governing such Designated Senior Indebtedness (a "Payment Default") or (ii) any other default occurs and is continuing with respect to any Designated Senior Indebtedness pursuant 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 Company may not make payments on the Subordinated Securities for a period periods (a “"Non-Payment Blockage Period”Default") commencing upon the receipt by the Company and the Trustee of written receives a notice of such default (a "Payment Blockage Notice") from a representative of holders of such Designated Senior Indebtedness. Payments on the Representative Securities may and shall be resumed (a) in the case of a Payment Default, upon the date on which such default is cured or waived and (b) in case of a Non-Payment Default, the earlier of (x) the date on which such nonpayment default is cured or waived or (y) 179 days after the date on which the applicable Payment Blockage Notice is received (each such period, the "Payment Blockage Period"), unless the maturity of any Designated Senior Indebtedness specifying an election to effect a has been accelerated. No new Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective delivered unless and until 360 days have elapsed since the delivery of the number of defaults with respect to any number of issues of Senior Indebtedness during such periodimmediately preceding Payment Blockage Notice. For purposes of this Section 14.03, no default or event of default No Non-Payment Default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive dayswaived.

Default on Senior Indebtedness. The Company may shall not pay the principal of, or premium, premium (if any, ) or interest on, on or other amounts with respect to the Subordinated Securities or make any deposit in trust under Article IV pursuant to Section 8.1 or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “"pay the Subordinated Securities”") if (i) any principal, premium or interest or other amount payable in respect of Senior Indebtedness of the Company is not paid within any applicable grace period when due in cash or Cash Equivalents or (including at maturityii) or any other default on Senior Indebtedness of the Company occurs and the maturity of such Senior Indebtedness of the Company is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness of the Company has been paid in full in cashcash or Cash Equivalents; provided, however, that the Company may make payments on pay the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue the Senior Indebtedness of Designated Senior Indebtednessthe Company with respect to which either of the events set forth in clause (i) or (ii) of this sentence has occurred or 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a "Blockage Notice") of such default from the Representative of any the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in of the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03)sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness or some other event requiring blockage has occured, the Company may resume payments on the Subordinated Securities after the end of such Payment Blockage PeriodPeriod (including any missed payments). Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. In no event, however, 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 14.03paragraph, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company (a) If any Senior Indebtedness of a Subsidiary Guarantor is not paid when due, such Subsidiary Guarantor may not pay the principal of, Subordinated Debt unless the default shall have been cured or premium, if any, waived or interest on, the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of such Senior Indebtedness is not has been paid within in full. (b) If any applicable grace period (including at maturity) or any other default on any Senior Indebtedness of a Subsidiary Guarantor (other than as set forth in Section 12.3(a)) occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unlessterms, in either case, such Subsidiary Guarantor may not pay the Subordinated Debt unless the default has shall have been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided. (c) Notwithstanding Sections 12.3(a) and (b), however, that the Company Subsidiary Guarantors may make payments on pay the Subordinated Securities Debt without regard to the foregoing if the Company Subsidiary Guarantors and the Trustee receive written notice approving such payment from the Representative of each issue the Senior Indebtedness with respect to which either of Designated Senior Indebtednessthe events set forth in Sections 12.3(a) and (b) has occurred and is continuing. During the continuance of any default (other than a default described in the preceding sentenceSections 12.3(a) and (b)) with respect to any Senior Indebtedness of a Subsidiary Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Subsidiary Guarantors may not make payments on pay the Subordinated Securities Debt for a period (a “the Payment Blockage Period”) Period commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Subsidiary Guarantors) of written notice of such default a Blockage Notice from the Representative of any the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 180 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such Blockage Notice is no longer continuinghas been waived in writing or (iii) because such Designated Senior Indebtedness 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 14.03)sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have has accelerated the maturity of such Designated Senior Indebtedness, the Company Subsidiary Guarantor may resume payments on the Subordinated Securities after the end of such Payment Blockage Period. Not The Securities shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of such nonpayment defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes . (d) Each Subsidiary Guarantor covenants that it will, upon request of this Section 14.03the Trustee, no default or event deliver an Officers' Certificate (with copies thereof to the Representative of default that existed or was continuing on each class of Senior Indebtedness of such Subsidiary Guarantor) showing in reasonable detail the Senior Indebtedness outstanding as of the date of such Officers' Certificate and the commencement Representative of each class of such Senior Indebtedness. The Trustee may conclusively rely thereon except to the extent that it shall have received, from the Representative of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative class of such Senior Indebtedness, notice in writing controverting any of the statements made therein. Not less than 10 days prior to making any distribution in respect of Senior Indebtedness pursuant to this Section, the Trustee shall deliver to each Representative of any class of such Senior Indebtedness copies of the most recent Officers' Certificate filed with it by such Subsidiary Guarantor pursuant to this subsection (d). (e) In the event that the Securities are declared due and payable before their Stated Maturity in accordance with Article 6, then and in such event the holders of Senior Indebtedness of any Subsidiary Guarantor outstanding at the time the Securities so become due and payable shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of such Senior Indebtedness (whether or not within a period an Event of 360 consecutive daysDefault has occurred thereunder or the Senior Indebtedness of such Subsidiary Guarantor is, unless such default or event of default has been declared to be, due and payable prior to the date on which it otherwise would have become due and payable) before the Holders shall have been cured or waived for a period of not less than 90 consecutive daysbe entitled to receive any Security Payment.

Default on Senior Indebtedness. The Company Issuers and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company Issuers to the Trustee pursuant to the first paragraph of Section 12.033.05) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Issuers and the Subsidiary Guarantors may make payments on the Subordinated Debt Securities or any related Guarantee without regard to the foregoing if the Company Issuers and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Issuers and the Subsidiary Guarantors may not make payments on the Subordinated Debt Securities or any related Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company Issuers and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Issuers (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Issuers and the Subsidiary Guarantors may resume payments on the Subordinated Debt Securities and related Guarantees after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Partnership may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company Partnership to the Trustee pursuant to the first paragraph of Section 12.033.05) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of the Partnership is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of the Partnership occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Partnership may make payments on the Subordinated Debt Securities without regard to the foregoing if the Company Partnership and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Partnership may not make payments on the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company Partnership and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Partnership from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Partnership may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company and the Subsidiary Guarantors may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or any related Guarantee or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.05) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company and the Subsidiary Guarantors may make payments on the Subordinated Debt Securities or any related Guarantee 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 Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company and the Subsidiary Guarantors may not make payments on the Subordinated Debt Securities or any related Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company (and if such Designated Senior Indebtedness is Debt of a Subsidiary Guarantor, the Subsidiary Guarantor) from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company and the Subsidiary Guarantors may resume payments on the Subordinated Debt Securities and related Guarantees after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may shall not pay the principal of, or premium, premium (if any, ) or interest on, on or other amounts with respect to the Subordinated Securities or make any deposit in trust under Article IV pursuant to Section 8.1 or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “"pay the Subordinated Securities”") if (i) any principal, premium or interest or other amount payable in respect of Senior Indebtedness of the Company is not paid within any applicable grace period when due in cash or Cash Equivalents or (including at maturityii) or any other default on Senior Indebtedness of the Company occurs and the maturity of such Senior Indebtedness of the Company is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness of the Company has been paid in full in cashcash or Cash Equivalents; provided, however, that the Company may make payments on pay the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue the Senior Indebtedness of Designated Senior Indebtednessthe Company with respect to which either of the events set forth in clause (i) or (ii) of this sentence has occurred or is continuing. During the 81 75 continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a "Blockage Notice") of such default from the Representative of any the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in of the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03)sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after the end of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may Guarantor shall not pay the principal of, or premium, premium (if any, ) or interest on, on or other amounts with respect to the Subordinated Securities or make any deposit in trust under Article IV pursuant to Section 8.1 or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “"pay the Subordinated Securities”") if (i) any principal, premium or interest or other amount payable in respect of Guarantor Senior Indebtedness or Senior Indebtedness of the Company is not paid within any applicable grace period when due in cash or Cash Equivalents or (including at maturityii) or any other default on Guarantor Senior Indebtedness or Senior Indebtedness of the Company occurs and the maturity of such Guarantor Senior Indebtedness or Senior Indebtedness of the Company is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Guarantor Senior Indebtedness or Senior Indebtedness of the Company has been paid in full in cashcash or Cash Equivalents; provided, however, that the Company Guarantor may make payments on pay the Subordinated Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue the Guarantor Senior Indebtedness or the Senior Indebtedness of Designated Senior Indebtednessthe Company with respect to which either of the events set forth in clause (i) or (ii) of this sentence has occurred or 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Guarantor may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a "Blockage Notice") of such default from the Representative of any the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to 119 6 the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in of the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03)sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Guarantor may resume payments on the Subordinated Securities after the end of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, or other payment obligations in respect of, the Subordinated Securities Notes or make any deposit in trust under pursuant to Article IV or XIII V of the Original Indenture and may not otherwise repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities Notes (collectively, “pay the Subordinated SecuritiesNotes”) if if: (1) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period when due in cash or Cash Equivalents; or (including at maturity2) or any other default on Senior Indebtedness occurs and is continuing with respect to Senior Indebtedness and the maturity of such the Senior Indebtedness is accelerated in accordance with its terms terms; unless, in either case, the Senior Indebtedness has been paid in full in cash or Cash Equivalents and, in the case of revolving Indebtedness, all commitments to lend thereunder have been terminated or the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; providedrescinded. However, however, that the Company may make payments on pay the Subordinated Securities without regard to the foregoing Notes if the Company and the Trustee receive written notice approving such payment from the Representative of each issue the Senior Indebtedness with respect to which either of Designated Senior Indebtednessthe events set forth in clause (1) or (2) of the immediately preceding sentence has occurred and is continuing. During The Company also will not be permitted to pay the Notes for a Payment Blockage Period (as defined below) during the continuance of any default (default, other than a default described in clause (1) or (2) of the preceding sentence) with respect to paragraph, on any Designated Senior Indebtedness pursuant that permits the holders of the Designated Senior Indebtedness to which the accelerate its maturity thereof may be accelerated immediately without either further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a period (a . A “Payment Blockage Period”) commencing upon ” commences on the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a “Blockage Notice”) of such a default of the kind described in the immediately preceding paragraph from the Representative of any the holders of the Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending ends 179 days thereafter (or after receipt of the notice. The Payment Blockage Period will end earlier if such the Payment Blockage Period is terminated terminated: (1) by written notice to the Trustee and the Company from the Person or Persons who gave such the Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or ; (2) because the default giving rise to such the Blockage Notice is no longer continuing). Notwithstanding ; or (3) because the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the has been repaid in full. The Company may resume payments on the Subordinated Securities Notes after such the end of a Payment Blockage PeriodPeriod (including any missed payments) unless the holders of the Designated Senior Indebtedness or the Representatives of such holders have accelerated the maturity of the Designated Senior Indebtedness. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such that period. For purposes However, if any Blockage Notice within such 360-day period is given by or on behalf of this Section 14.03any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representatives of the Bank Indebtedness may give another Blockage Notice within that period. In no default event, however, may the total number of days during which any Payment Blockage Period or event Periods is in effect exceed 179 days in the aggregate during any consecutive 360-day period. No Default or Event of default Default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such the Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such the Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default Default or event Event of default Default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, premium (if any, ) or interest on, on the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire Notes if (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03i) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period when due or (including at maturityii) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full in cashfull; provided, however, that the Company may make payments on repay the Subordinated Securities Notes without regard to the foregoing if the Company and the Trustee receive receives written notice approving such payment from an authorized representative for the Representative of each issue of Designated Senior IndebtednessIndebtedness with respect to which such default 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 Senior Indebtedness pursuant to which the maturity thereof thereunder may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on repay the Subordinated Securities Notes for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice (a "Blockage Notice") of such default from the Representative of any an authorized representative for such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of (ii) because such Designated Senior Indebtedness has been repaid in full or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0310.3), unless the holders of such Designated Senior Indebtedness or the Representative an authorized representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities Notes after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes ; provided, however, that in no event may the total number of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of days during which any Payment Blockage Period with respect to or Periods is in effect exceed 179 days in the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of aggregate during any 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 daysday period.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.04, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.05) any Debt Securities (collectively, “"pay the Subordinated Debt Securities”") if (i) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (ii) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities PIK Loans or make any deposit in trust under Article IV or XIII and may not repurchase, redeem pursuant to any defeasance provision or otherwise purchase or retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities PIK Loans (collectively, “"pay the Subordinated Securities”PIK Loans") if (a) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period when due or (including at maturityb) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived in writing and any such acceleration has been rescinded in writing or (ii) such Senior Indebtedness has been paid in full in cashcash or Cash Equivalents; provided, however, that the Company may make payments on pay the Subordinated Securities PIK Loans without regard to the foregoing if the Company and the Trustee Agent receive written notice approving such payment from the Representative of each issue of the Designated Senior IndebtednessIndebtedness with respect to which either of the events set forth in (a) or (b) above has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities PIK Loans for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee Agent of written notice (a "Blockage Notice") of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (A) by written notice to the Trustee Agent and the Company from the Person or Persons who gave such Blockage Notice, (B) by repayment in full in cash of such Designated Senior Indebtedness or (C) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03Section), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities PIK Loans after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes ; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of this Section 14.03any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), no default or event of default that existed or was continuing on the date Representative of the commencement Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period with respect to or Periods is in effect exceed 179 days in the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of aggregate during any 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 daysday period.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, premium (if any, ) or interest on, on the Subordinated Securities or any related obligation or make any deposit in trust under Article IV or XIII pursuant to Section 8.1 and may not repurchasepurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “"pay the Subordinated Securities”") if (i) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period when due in cash or Cash Equivalents or (including at maturityii) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness has been paid in full in cashcash or Cash Equivalents; provided, however, that the Company may make payments on pay the Subordinated 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 the Designated Senior IndebtednessIndebtedness with respect to which either of the events in clause (i) or (ii) of this sentence has occurred and is continuing. During In addition, 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a "Blockage Notice") of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment payment in full in cash of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03Section), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after the end of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes ; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of this Section 14.03any holders of Designated Senior Indebtedness (other than Bank Indebtedness), the Representative of Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no default or event may the total number of default that existed or was continuing on the date of the commencement of days during which any Payment Blockage Period with respect to or Periods is in effect exceed 179 days in the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of aggregate during any 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 daysday period.

Default on Senior Indebtedness. The Neither the Company nor any Subsidiary Guarantor may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust under Article IV payment pursuant to any of its Obligations or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) or defease any Securities or other Obligations (collectively, “"pay the Subordinated Securities”its Guarantee") if (a) any principal, premium or interest or other amount payable in respect of Senior Indebtedness of the Company or such Subsidiary Guarantor, as applicable, is not paid within any applicable grace period (including at maturity) or (b) any other default on Senior Indebtedness of the Company or such Subsidiary Guarantor occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Senior Indebtedness has been paid in full in cashfull; providedPROVIDED, howeverHOWEVER, that the Company or any Subsidiary Guarantor may make payments on the Subordinated Securities pay its Guarantee without regard to the 100 foregoing if the Company or such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative Representatives of each issue of Designated Senior IndebtednessIndebtedness of the Company or such Subsidiary Guarantor, as applicable. During Neither the Company nor any Subsidiary Guarantor may pay its Guarantee during the continuance of any default (other than a default described in the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage Period”) commencing upon the Period after receipt by the Issuer or the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing)under Section 10.03. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03)sentence, unless the holders of such Designated Senior Indebtedness giving such Payment Blockage Notice or the Representative of such holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness and not rescinded such acceleration, the Company or any Subsidiary Guarantor may resume (unless otherwise prohibited as described in the first sentence of this paragraph) payments on the Subordinated Securities pursuant to its Guarantee after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Neither Issuer may not pay the principal of, or premium, premium (if any, ) or interest on, the Subordinated Securities Notes or make any deposit in trust under pursuant to the provisions of Article IV or XIII 12 and may not repurchaseotherwise purchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities Notes (collectively, “"pay the Subordinated Securities”Notes") if (i) any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Issuer is not paid within any applicable grace period in full when and to the extent due or (including at maturityii) or any other default on Senior Indebtedness of such Issuer occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms (either such event, a "Payment Default") unless, in either case, (x) the default Payment Default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness has been paid in full in cashfull; provided, however, that an Issuer may pay the Company may make payments on the Subordinated Securities Notes without regard to the foregoing if the Company such Payment Default relates to Designated Senior Indebtedness and such Issuer and the Trustee receive written notice approving such payment from the 108 Representative of each issue of for the Designated Senior IndebtednessIndebtedness with respect to which the Payment Default has occurred and is continuing. During In addition, during the continuance of any default (other than a default described in the preceding sentencePayment Default) with respect to any Designated Senior Indebtedness of an Issuer pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a period (a “"Non-payment Default"), such Issuer may not pay the Notes for the period specified as follows (a "Payment Blockage Period”) commencing "). The Payment Blockage Period shall commence upon the receipt by the Company and the Trustee (with a copy to such Issuer) of written notice (a "Blockage Notice") of such default Non-payment Default from the Representative of any for such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and shall end on the earliest to occur of the following events: (a “i) 179 days shall have elapsed since such receipt of such Blockage Notice”, (ii) the Non-payment Default giving rise to such Blockage Notice is no longer continuing (and ending 179 days thereafter no other Payment Default or Non-payment Default is then continuing), (iii) such Designated Senior Indebtedness shall have been discharged or earlier if repaid in full in cash or Cash Equivalents or (iv) such Payment Blockage Period is shall have been terminated by written notice to the Trustee and the Company such Issuer from the Person or Persons who gave such Blockage Notice. An Issuer shall promptly resume payments on the Notes, by repayment in full in cash of including any missed payments, after such Designated Senior Indebtedness or because the default giving rise to such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03)Period ends, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such or any Payment Blockage PeriodDefault otherwise exists. Not more than one Blockage Notice to the Issuers in the aggregate may be given in any 360 consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, except that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. For purposes In no event may the total number of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of days during which any Payment Blockage Period with respect to is in effect extend beyond 179 days from the Senior Indebtedness initiating such date of receipt by the Trustee of the relevant Blockage Notice, and there must be a 181 consecutive day period during any 360 consecutive day period during which no Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysis in effect.

Default on Senior Indebtedness. The Company No Guarantor may not pay (in cash, property or other assets) the principal of, or premium, if any, of or interest on, on the Subordinated Securities Notes or make any deposit in trust under pursuant to Article IV or XIII VIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities Notes (collectively, “pay the Subordinated Securitiesits Guarantee”) if either of the following occurs (each, a “Payment Default”) (i) any principal, premium or interest or other amount payable in Obligations with respect of to Designated Senior Indebtedness is of such Guarantor are not paid within any applicable grace period in full in cash when due or (including at maturityii) or any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default Payment Default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Company a Guarantor may make payments on the Subordinated Securities pay its Guarantee without regard to the foregoing if the Company Guarantor and the Trustee receive written notice approving such payment from the Representative Representatives of each issue of all Designated Senior IndebtednessIndebtedness with respect to which the Payment Default has occurred and is continuing. During the continuance of any default (other than a default described in the preceding sentencePayment Default) with respect to any Designated Senior Indebtedness of such Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company a Guarantor may not make payments on the Subordinated Securities pay its Guarantee for a period (a “Payment Blockage Period”) of 179 days commencing upon the receipt by the Company such Guarantor and the Trustee of written notice (a “Blockage Notice”) of such default from the Representative of any the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period. The Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier will end prior to such 179th day if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company such Guarantor from the Person or Persons who gave such Blockage Notice, by repayment (ii) because no defaults continue in full in cash existence which would permit the acceleration of the maturity of any Designated Senior Indebtedness of such Guarantor at such time; or (iii) because such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing)has been repaid in full in cash. Notwithstanding the provisions described in the immediately preceding sentence two sentences (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists, the Company Guarantor may resume payments on the Subordinated Securities pursuant to its Guarantee after termination of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness of such Guarantor during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Guarantor (other than holders of Bank Indebtedness), a Representative of the holders of Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be 181 days during any consecutive 360–day period during which no Payment Blockage Period is in effect. For purposes of this Section 14.03Section, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of such Guarantor initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, 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 Indebtedness. The Company may not pay (in cash, property or other assets) the principal of, or premium, if any, or interest on, on the Subordinated Securities or make any deposit in trust under Article IV or XIII pursuant to Section 8.01 and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated except for Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company delivered to the Trustee pursuant to Section 12.03the second sentence of paragraph 6 of the Securities) otherwise retire any Securities (collectively, “"pay the Subordinated Securities”") if either of the following occurs (each a "Payment Default"): (1) any principal, premium or interest or other amount payable in Obligations with respect of to Senior Indebtedness is are not paid within any applicable grace period in full when due or (including at maturity2) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness has been paid in full in cash; providedPROVIDED, howeverHOWEVER, that the Company may make payments on pay the Subordinated 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 such Senior Indebtedness. During the continuance of any default (other than a default described in clause (1) or (2) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice (a "Blockage Notice") of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated terminated: 88 (1) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment ; (2) because no defaults continue in full in cash existence which would permit the acceleration of the maturities of any Designated Senior Indebtedness at such time; or (3) because such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing)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 14.03)above, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, or any Payment Default otherwise exists, the Company may resume payments on the Subordinated Securities after termination of such Payment Blockage Period. Not The Securities shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective except that if any Blockage Notice is delivered to the Trustee by or on behalf of holders of Designated Senior Indebtedness (other than holders of the Bank Indebtedness), a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. However, in no event may the total number of defaults with respect to days during which any number of issues of Senior Indebtedness Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during such any 360 consecutive day period, and there must be 181 days during any 360-day consecutive period during which no Payment Blockage Period is in effect. For purposes of this Section 14.03Section, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysdays (it being acknowledged and agreed that (x) any default or event of default as a result of a continued failure to meet a financial covenant or test for a period ended subsequent to the commencement of a Payment Blockage Period shall constitute a new default or event of default, as the case may be, and shall be deemed not to be a continuing default or event of default, as the case may be, for purposes of this sentence and (y) any subsequent action which would give rise to a default or an event of default pursuant to any provision under which a default or event of 89 default previously existed or was continuing shall constitute a new default or event of default, as the case may be, for this purpose and shall be deemed not to be a continuing default or event of default, as the case may be, for purposes of this sentence).

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.04, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.05) any Debt Securities (collectively, “pay the Subordinated Debt Securities”) if (i) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (ii) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Issuer may not pay (a) make any payments of the principal of, or premium, if any, or interest on, the Subordinated Securities or Notes, (b) make any deposit in trust under for the purpose of satisfaction and discharge of this Indenture with respect to the Notes or defeasance of the Notes pursuant to Article IV or XIII XI and may not repurchase(c) purchase, redeem or otherwise retire any Notes (exceptthe foregoing clauses (a), in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03(b) any Securities and (c) collectively, “pay the Subordinated SecuritiesNotes”) if (i) any principal, premium or interest or other amount payable in with respect of to Senior Indebtedness of the Issuer is not paid within any applicable grace period (including at final maturity) or (ii) any other default on Senior Indebtedness of the Issuer occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (A) the default has been cured or waived and any such acceleration has been rescinded or (B) such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Issuer may make payments on pay the Subordinated Securities Notes without regard to the foregoing if the Company Issuer and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior IndebtednessIndebtedness of the Issuer. During the continuance of any default under any Senior Indebtedness of the Issuer (other than a default described in the immediately preceding clause (A) or clause (B) of the preceding sentence) with respect to that may cause the maturity of any Designated Senior Indebtedness pursuant of the Issuer to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Issuer may not make payments on pay the Subordinated Securities Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company Issuer and the Trustee (at its Designated Corporate Trust Address) of written notice of such default (a “Blockage Notice”) from the Representative of any Designated Senior Indebtedness of the Issuer, specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) Period, and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (1) by written notice to received by the Issuer and the Trustee and the Company (at its Designated Corporate Trust Address) from the Person or Persons who gave such Blockage Notice, (2) by repayment in full in cash of such the Designated Senior Indebtedness with respect to which the Blockage Notice was given or (3) because the default giving rise to such Payment Blockage Notice Period 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 paragraph of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Issuer may resume payments on pay the Subordinated Securities Notes after the expiration of such Payment Blockage Period. Not more than one Blockage Notice may be given in any period of 360 consecutive 360-day perioddays, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Payment Blockage Periods is in effect exceed 179 days in the aggregate during any period of 360 consecutive days. For purposes of this Section 14.0312.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of the Issuer initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, regardless of 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.. The Parent Guarantor may not (a) make any payments in respect of the Notes Guarantee, (b) make any deposit under the Notes Guarantee for the purpose of satisfaction and discharge of this Indenture with respect to the Notes or defeasance of the Notes pursuant to Article XI and

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, premium (if any, ) or interest on, on the Subordinated Securities Notes or make any deposit in trust under pursuant to Article IV or XIII 8 and may not otherwise repurchase, redeem or otherwise retire any Notes (except, except that Holders may receive and retain Permitted Junior Securities and payments made from the trust described in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.038.02) any Securities (collectively, “"pay the Subordinated Securities”Notes") if (a) any principal, premium or interest or other amount payable in respect of Designated Senior Indebtedness of the Company is not paid within any applicable grace period when due or (including at maturityb) or any other default on such Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cashfull; provided, however, that the Company may make payments on pay the Subordinated Securities Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of such Designated Senior IndebtednessIndebtedness with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities Notes for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a "Blockage Notice") of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (a) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (b) by repayment in full in cash of such Designated Senior Indebtedness or (c) because the default giving rise to such Blockage Notice is no longer defaults are continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0310.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities Notes after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of the Company other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0310.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. (a) The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit payment or distribution to the Trustee or any Noteholder in trust under Article IV or XIII respect of the amounts owed in respect of the Notes and may not repurchaseacquire from the Trustee or any Noteholder any Notes for cash or property (other than Permitted Junior Securities) until all principal and other amounts owing in respect of Designated Senior Indebtedness have been paid in full if: (i) a default in the payment of any principal or other amounts owed in respect of Designated Senior Indebtedness occurs; or (ii) a default, redeem other than a payment default, on Designated Senior Indebtedness occurs and is continuing that then permits holders of the Designated Senior Indebtedness to accelerate its maturity, or otherwise retire (except, in the case of Subordinated Securities a lease, a default occurs and is continuing that provide for a mandatory sinking fund pursuant permits the lessor to Article XII by either terminate the delivery of Subordinated Securities by lease or require the Company to make an irrevocable offer to terminate the lease following an event of default under the lease, and the Trustee pursuant to Section 12.03) any Securities receives a notice of the default (collectively, a “pay the Subordinated SecuritiesPayment Blockage Notice”) if from the holder or holders of the Designated Senior Indebtedness or the trustee, agent or Representative acting on behalf of such Designated Senior Indebtedness. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, any premium or and interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturityContingent Interest) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has Notes that have come due have been paid in full in cash; provided, however, that the Company may make payments on the Subordinated 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 Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.03, no default or event of No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Senior Indebtedness initiating such Payment Blockage Period Trustee shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by Notice. (b) The Company may and shall resume payments on and distributions in respect of the Representative Notes: (i) in the case of a default referred to in clause (i) of paragraph (a) above, the date upon which the default is cured or waived; (ii) in the case of a default referred to in clause (ii) of paragraph (a) above, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Indebtedness has been accelerated, or in the case of a lease, 179 days after notice is received if the Company has not received notice that the lessor under such lease has exercised its right to terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default under the lease; and (iii) in either case, upon the earlier of the payment in full of the obligations outstanding under and the satisfaction and discharge or defeasance of Designated Senior Indebtedness, whether if this Article 16 otherwise permits the payment, distribution or not within a period acquisition at the time of 360 consecutive dayssuch payment or acquisition. In the case of clause (b), unless upon the earlier of the date on which such nonpayment default or event of default shall have been is cured or waived for a period or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of not less than 90 consecutive daysany Designated Senior Debt has been accelerated.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, of or interest on, on the Subordinated Securities or make any deposit in trust under Article IV or XIII pursuant to Section 8.01 and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “"pay the Subordinated Securities”") if (i) any principal, premium or interest or other amount payable in respect of Designated Senior Indebtedness is not paid within any applicable grace period in full in cash or Temporary Cash Investments when due or (including at maturityii) or any other default on Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cashcash or Temporary Cash Investments; provided, however, that the Company may make payments on pay the Subordinated 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 such Designated Senior Indebtedness. 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice (a "Blockage Notice") of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such 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 14.03), unless the holders of iii) because such Designated Senior Indebtedness has been discharged or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given repaid in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.03, no default full in cash 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 Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.Temporary Cash

Default on Senior Indebtedness. The Company may not pay (a) make any payments of the principal of, or premium, if any, or interest on, the Subordinated Securities or Non-Call 10 Notes, (b) make any deposit in trust under for the purpose of satisfaction and discharge of this Indenture with respect to the Non-Call 10 Notes or defeasance of the Non-Call 10 Notes pursuant to Article IV or XIII XI and may not repurchase(c) purchase, redeem or otherwise retire any Non-Call 10 Notes (exceptthe foregoing clauses (a), in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03(b) any Securities and (c) collectively, “pay the Subordinated SecuritiesNon-Call 10 Notes”) if (i) any principal, premium or interest or other amount payable in with respect of to Senior Indebtedness of the Company is not paid within any applicable grace period (including at final maturity) or (ii) any other default on Senior Indebtedness of the Company occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (A) the default has been cured or waived and any such acceleration has been rescinded or (B) such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Securities Non-Call 10 Notes 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 IndebtednessIndebtedness of the Company. During the continuance of any default under any Senior Indebtedness of the Company (other than a default described in the immediately preceding clause (A) or clause (B) of the preceding sentence) with respect to that may cause the maturity of any Designated Senior Indebtedness pursuant of the Company to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities Non-Call 10 Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee (at its Designated Corporate Trust Address) of written notice of such default (a “Blockage Notice”) from the Representative of any Designated Senior Indebtedness of the Company, specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) Period, and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (1) by written notice to received by the Company and the Trustee and the Company (at its Designated Corporate Trust Address) from the Person or Persons who gave such Blockage Notice, (2) by repayment in full in cash of such the Designated Senior Indebtedness with respect to which the Blockage Notice was given or (3) because the default giving rise to such Payment Blockage Notice Period 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 paragraph of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on pay the Subordinated Securities Non-Call 10 Notes after the expiration of such Payment Blockage Period. Not more than one Blockage Notice may be given in any period of 360 consecutive 360-day perioddays, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Payment Blockage Periods is in effect exceed 179 days in the aggregate during any period of 360 consecutive days. For purposes of this Section 14.0312.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of the Company initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, regardless of whether or not within a period of 360 consecutive days, unless such default shall have been cured or waived for a period of not less than 90 consecutive days. The Parent Guarantor may not (a) make any payments in respect of the Non-Call 10 Notes Guarantee, (b) make any deposit under the Non-Call 10 Notes Guarantee for the purpose of satisfaction and discharge of this Indenture with respect to the Non-Call 10 Notes or defeasance of the Non-Call 10 Notes pursuant to Article XI and (c) advance monies under the Non-Call 10 Notes Guarantee to purchase, redeem or otherwise retire any Non-Call 10 Notes (the foregoing clauses (a), (b) and (c) collectively, “make a guarantee payment on the Non-Call 10 Notes”) if (i) any principal, premium or interest with respect to Senior Indebtedness of the Parent Guarantor is not paid within any applicable grace period (including at final maturity) or (ii) any other default on Senior Indebtedness of the Parent Guarantor occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (A) the default has been cured or waived and any such acceleration has been rescinded or (B) such Senior Indebtedness has been paid in full in cash; provided, however, that the Parent Guarantor may make a guarantee payment on the Non-Call 10 Notes without regard to the foregoing if the Parent Guarantor and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness of the Parent Guarantor. During the continuance of any default under any Senior Indebtedness of the Parent Guarantor (other than a default described in clause (A) or (B) of the preceding sentence) that may cause the maturity of any Designated Senior Indebtedness of the Parent Guarantor to 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 Parent Guarantor may not make a guarantee payment on the Non-Call 10 Notes for a period (a “Guarantor Payment Blockage Period”) commencing upon the receipt by the Parent Guarantor and the Trustee of written notice of such default (a “Guarantor Blockage Notice”) from the Representative of any Designated Senior Indebtedness of the Parent Guarantor, specifying an election to effect a Guarantor Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantor Payment Blockage Period is terminated (1) by written notice received by the Parent Guarantor and the Trustee (at its Designated Corporate Trust Address) from the Person or Persons who gave such Guarantor Blockage Notice, (2) by repayment in full in cash of the Designated Senior Indebtedness with respect to which the Guarantor Blockage Notice was given or (3) because the default giving rise to such Guarantor Payment Blockage Period 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 paragraph of this Section 12.03), unless the holders of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness, the Parent Guarantor may make a guarantee payment on the Non-Call 10 Notes after the expiration of such Guarantor Payment Blockage Period. Not more than one Guarantor Blockage Notice may be given in any period of 360 consecutive days, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period; provided, however, that in no event may the total number of days during which any Guarantor Payment Blockage Period or Guarantor Payment Blockage Periods is in effect exceed 179 days in the aggregate during any period of 360 consecutive days. For purposes of this Section 12.03, no default that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Indebtedness of the Parent Guarantor initiating such Guarantor Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantor Payment Blockage Period by the Representative of such Designated Senior Indebtedness, regardless of whether within a period of 360 consecutive days, unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company An Issuer may not pay the principal of, or premium, premium (if any, ) or interest on, the Subordinated Securities Notes or make any deposit in trust under pursuant to the provisions of Article IV or XIII XII and may not repurchaseotherwise purchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities Notes (collectively, “pay the Subordinated SecuritiesNotes”) if (i) any principal, premium or interest or other amount payable in respect of Designated Senior Indebtedness of such Issuer is not paid within in full in cash or Cash Equivalents when due (after giving effect to any applicable grace period (including at maturityperiods) or (ii) any other default on Designated Senior Indebtedness of such Issuer occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms (either such event, a “Payment Default”), unless, in either case, (x) the default Payment Default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Designated Senior Indebtedness has been paid in full in cash; providedcash or Cash Equivalents. However, however, that such Issuer may pay the Company may make payments on the Subordinated Securities Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of for the Designated Senior IndebtednessIndebtedness with respect to which the Payment Default has occurred and is continuing. During In addition, during the continuance of any default (other than a default described in the preceding sentencePayment Default) with respect to any Designated Senior Indebtedness of such Issuer pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periodsperiod (a “Non-payment Default”), the Company such Issuer may not make payments on pay the Subordinated Securities Notes for a the period specified as follows (a “Payment Blockage Period”) commencing ). The Payment Blockage Period shall commence upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a “Blockage Notice”) of such default Non-payment Default from the Representative of any for such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and shall end on the earliest to occur of the following events: (a “1) 179 days shall have elapsed since such receipt of such Blockage Notice”, (2) the Non-payment Default giving rise to such Blockage Notice is no longer continuing (and ending 179 days thereafter no other Payment Default or Non-payment Default is then continuing), (3) such Designated Senior Indebtedness shall have been discharged or earlier if repaid in full in cash or Cash Equivalents, or (4) such Payment Blockage Period is shall have been terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice. Such Issuer shall promptly resume payments on the Notes, by repayment in full in cash of including any missed payments, after such Designated Senior Indebtedness or because the default giving rise to such Payment Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03)Period ends, unless the holders of such Designated Senior Indebtedness have or the Representative of such holders shall have has accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such or any Payment Blockage PeriodDefault otherwise exists. Not more than one Blockage Notice to such Issuer may be given in any 360 consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, except that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than Bank Indebtedness, a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. For purposes In no event may the total number of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of days during which any Payment Blockage Period with respect to is in effect extend beyond 179 days from the Senior Indebtedness initiating such date of receipt by the Trustee of the relevant Blockage Notice, and there must be a 181 consecutive day period during any 360 consecutive day period during which no Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysis in effect.

Default on Senior Indebtedness. The Company Borrower may not pay the principal of, or premium, if any, or interest on, the Subordinated Securities Loans or make any deposit in trust under Article IV or XIII and may not repurchase, redeem pursuant to any defeasance provision or otherwise purchase or retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities Loans (collectively, “"pay the Subordinated Securities”Loans") if (i) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period when due or (including at maturityii) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived in writing and any such acceleration has been rescinded in writing or (y) such Senior Indebtedness has been paid in full in cashcash or Cash Equivalents; provided, however, that the Company Borrower may make payments on pay the Subordinated Securities Loans without regard to the foregoing if the Company Borrower and the Trustee Administrative Agent receive written notice approving such payment from the Representative of each issue of the Designated Senior IndebtednessIndebtedness with respect to which either of the events set forth in (i) or (ii) above 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Borrower may not make payments on pay the Subordinated Securities Loans for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company Borrower and the Trustee Administrative Agent of written notice (a "Blockage Notice") of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee Administrative Agent and the Company Borrower from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03Section), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Borrower may resume payments on the Subordinated Securities Loans after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes ; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of this Section 14.03any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), no default or event of default that existed or was continuing on the date Representative of the commencement Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period with respect to or Periods is in effect exceed 179 days in the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of aggregate during any 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 daysday period.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, of or interest on, on the Subordinated Securities or make any deposit in trust under Article IV or XIII pursuant to Section 8.01 and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “"pay the Subordinated Securities”") if (1) any principal, premium or interest or other amount payable in respect of Designated Senior Indebtedness is not paid within any applicable grace period when due or (including at maturity2) or any other default on Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cashfull; providedPROVIDED, howeverHOWEVER, that the Company may make payments on pay the Subordinated 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 such Designated Senior Indebtedness. During the continuance of any default (other than a default described in clause (1) or (2) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice (a "Blockage Notice") of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (1) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing)) or (3) because such Designated Senior Indebtedness has been repaid in full. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03Section), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after termination of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period; PROVIDED, HOWEVER, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; PROVIDED FURTHER, HOWEVER, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360-consecutive-day period. For purposes of this Section 14.03Section, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay --------------------------------------------- make any payment of the principal ofPrincipal Amount at Maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Change of Control Purchase Price or premiuminterest, if any, or interest on, in respect of the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem pay cash with respect to the Purchase Price (or portion thereof) or cash in respect of a conversion of any Security or otherwise retire acquire any Securities for cash or property if: (except1) any payment default on any Senior Indebtedness has occurred and is continuing beyond any applicable grace period with respect thereto; or (2) a default (other than a default referred to in the preceding clause (1)) on any Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to accelerate the maturity thereof and the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who may give such notice pursuant to the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for purposes of this Section 12.04. The Company may resume payment on the Securities and may acquire Securities if and when: (a) the default referred to above is cured or waived as provided or permitted in accordance with the terms of the applicable Senior Indebtedness; or (b) in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant default referred to Article XII by in clause (2) of the delivery of Subordinated Securities preceding paragraph, 179 or more days pass after the receipt by the Company to of the Trustee pursuant to Section 12.03notice described in clause (2) any Securities (collectively, “pay above; and this Indenture otherwise permits the Subordinated Securities”) if any principal, premium payment or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including acquisition at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cashthat time; provided, however, that with respect to payments made after the 179-day period -------- ------- referred to in clause (b) of this Section 12.04, the Trustee or the Holder of any Securities shall pay over and deliver forthwith to the Company may make payments on for the Subordinated Securities without regard benefit of the holders of Senior Indebtedness any amounts received by the Trustee or any such Holder to the foregoing if extent necessary to pay all holders of Senior Indebtedness in full in cash or otherwise provide for such payment thereof (as such phrase is defined above). In the event that, notwithstanding the foregoing, (a) the Company and shall make any payment to the Trustee receive written notice approving such payment from or the Representative of each issue of Designated Senior Indebtedness. During the continuance Holder of any default Security prohibited by the foregoing provisions of this Section, and (other than a default described in the preceding sentenceb) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or payment made after the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a 179-day period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall (to the extent permitted by law) be paid over and delivered forthwith to the Company from by or on behalf of the Person or Persons who gave person holding such Blockage Notice, by repayment in full in cash payment for the benefit of such Designated the holders of the Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing)Indebtedness. Notwithstanding the The provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in not apply to any consecutive 360-day period, irrespective of the number of defaults payment with respect to any number of issues of Senior Indebtedness during such period. For purposes of this which Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or 12.02 would be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysapplicable.

Default on Senior Indebtedness. The Company Partnership may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company Partnership to the Trustee pursuant to the first paragraph of Section 12.033.05) any Debt Securities (collectively, “"pay the Subordinated Debt Securities”") if any principal, premium or interest or other amount payable in respect of Senior Indebtedness of such Person is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Partnership may make payments on the Subordinated Debt Securities without regard to the foregoing if the Company Partnership and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default (other than a default described in the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Partnership may not make payments on the Subordinated Debt Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company Partnership and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company Partnership from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Partnership may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period, unless otherwise specified pursuant to Section 2.03 for the Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not No Subsidiary Guarantor shall pay the principal of, or premium, premium (if any, ) or interest on, on or other amounts with respect to the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.038.1 or pay the Securities if (i) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Guarantor Senior Indebtedness or Senior Indebtedness of the Company is not paid within any applicable grace period when due in cash or Cash Equivalents or (including at maturityii) or any other default on Guarantor Senior Indebtedness or Senior Indebtedness of the Company occurs and the maturity of such Guarantor Senior Indebtedness or Senior Indebtedness of the Company is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded in writing or (y) such Guarantor Senior Indebtedness or Senior Indebtedness of the Company has been paid in full in cashcash or Cash Equivalents; provided, however, that a Subsidiary Guarantor may pay the Company may make payments on the Subordinated Securities without regard to the 86 78 foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue the Guarantor Senior Indebtedness or the Senior Indebtedness of Designated Senior Indebtednessthe Company with respect to which either of the events set forth in clause (i) or (ii) of this sentence has occurred or 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Subsidiary Guarantor may not make payments on pay the Subordinated Securities for a period (a “Payment Blockage Period”) Period commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice a Blockage Notice of such default from the Representative of any the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full in cash or Cash Equivalents). Notwithstanding the provisions described in of the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03)sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company a Subsidiary Guarantor may resume payments on the Subordinated Securities after the end of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period. For purposes of this Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, of or interest on, on the Subordinated Securities or make any deposit in trust under Article IV or XIII pursuant to Section 8.01 and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “"pay the Subordinated Securities”") if (i) any principal, premium or interest or other amount payable in respect of Designated Senior Indebtedness is not paid within any applicable grace period when due or (including at maturityii) or any other default on Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cashfull; provided, however, that the Company may make payments on pay the Subordinated 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 such Designated Senior Indebtedness. 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice (a "Blockage Notice") of such default from the Representative of any such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03Section), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360- consecutive-day period. For purposes of this Section 14.03Section, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.06, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.07) any Debt Securities (collectively, “"pay the Subordinated Debt Securities”") if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; provided, further, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company Issuers may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in into a defeasance trust under or pursuant to Article IV or XIII XI and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.04, by the delivery of Subordinated Debt Securities by the Company Issuers to the Trustee pursuant to the first paragraph of Section 12.033.05) any Debt Securities (collectively, “"pay the Subordinated Debt Securities”") if (i) any principal, premium or premium, interest or any other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (ii) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Indebtedness has been paid in full in cash; provided, however, that the Company Issuers may make payments on pay the Subordinated Debt Securities without regard to the foregoing if the Company Issuers and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. 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 Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company Issuers may not make payments on pay the Subordinated Debt Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company Issuers and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company Issuers from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0313.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company Issuers may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period. For purposes of this Section 14.0313.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to 57 65 the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit in trust under pursuant to Article IV or XIII 11 and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Article XII Section 3.05, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first paragraph of Section 12.033.06) any Subordinated Debt Securities (collectively, “"pay the Subordinated Debt Securities”") if (a) any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or (b) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Senior Indebtedness has been paid in full in cash; providedPROVIDED, howeverHOWEVER, that the Company may make payments on pay the Subordinated Debt 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 Indebtedness. During the continuance of any default (other than a default described in clause (a) or (b) of the preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Debt Securities for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “"Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) by repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.0312.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during such period; PROVIDED, HOWEVER, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the Representative of the Bank Indebtedness may give another Blockage Notice within such period; PROVIDED, FURTHER, HOWEVER, that in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 14.0312.03, no default or event of default that which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

Default on Senior Indebtedness. The Company may not pay make any payment of the principal ofPrincipal Amount at Maturity, Restated Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Change of Control Purchase Price or premiuminterest, if any, or interest on, in respect of the Subordinated Securities or make any deposit in trust under Article IV or XIII and may not repurchase, redeem pay cash with respect to the Purchase Price of any Security (other than for fractional shares) or otherwise retire acquire any Securities for cash or property (exceptexcept as set forth in this Indenture) if: (1) any payment default on any Senior Indebtedness has occurred and is continuing beyond any applicable grace period with respect thereto; or (2) a default (other than a default referred to in the preceding clause (1)) on any Senior Indebtedness occurs and is continuing that permits holders of such Senior Indebtedness to accelerate the maturity thereof and the default is the subject of judicial proceedings or the Company receives a notice of default thereof from any person who 64 71 may give such notice pursuant to the instrument evidencing or document governing such Senior Indebtedness. If the Company receives any such notice, then a similar notice received within nine months thereafter relating to the same default on the same issue of Senior Indebtedness shall not be effective for purposes of this Section 12.04. Notwithstanding the foregoing, the Company may resume payment on the Securities and may acquire Securities if and when: (a) the default referred to above is cured or waived as provided or permitted in accordance with the terms of the applicable Senior Indebtedness; or (b) in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant default referred to Article XII by in clause (2) of the delivery of Subordinated Securities preceding paragraph, 179 or more days pass after the receipt by the Company to of the Trustee pursuant to Section 12.03notice described in clause (2) any Securities (collectively, “pay above; and this Indenture otherwise permits the Subordinated Securities”) if any principal, premium payment or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including acquisition at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cashthat time; provided, however, that with respect to payments made after the 179-day period referred to in clause (b) of this Section 12.04, the Trustee or the Holder of any Securities shall pay over and deliver forthwith to the Company may make payments on for the Subordinated Securities without regard benefit of the holders of Senior Indebtedness any amounts received by the Trustee or any such Holder to the foregoing if extent necessary to pay all holders of Senior Indebtedness in full in cash or otherwise provide for such payment thereof (as such phrase is defined above). In the event that, notwithstanding the foregoing, (a) the Company and shall make any payment to the Trustee receive written notice approving such payment from or the Representative of each issue of Designated Senior Indebtedness. During the continuance Holder of any default Security prohibited by the foregoing provisions of this Section, and (other than a default described in the preceding sentenceb) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or payment made after the expiration of any applicable grace periods, the Company may not make payments on the Subordinated Securities for a 179-day period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice fact shall then have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall (to the extent permitted by law) be paid over and delivered forthwith to the Company from by or on behalf of the Person or Persons who gave person holding such Blockage Notice, by repayment in full in cash payment for the benefit of such Designated the holders of the Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing)Indebtedness. Notwithstanding the The provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in not apply to any consecutive 360-day period, irrespective of the number of defaults payment with respect to any number of issues of Senior Indebtedness during such period. For purposes of this which Section 14.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or 12.02 would be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysapplicable.

Default on Senior Indebtedness. The (a) If any Senior Indebtedness of the Company is not paid when due, the Company may not not: (i) pay the principal of, or premium, premium (if any, ) or interest on, on the Subordinated Securities or any other obligations under or in connection with the Securities, this Indenture and/or any related agreements, documents or instruments; (ii) make any deposit in trust under pursuant to Article IV 8; or XIII and may not (iii) repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “collectively "pay the Subordinated Securities”Debt") if any principal, premium unless the default shall have been cured or interest waived or other amount payable in respect of such Senior Indebtedness is not has been paid within in full in cash. (b) If any applicable grace period (including at maturity) or any other default on any Senior Indebtedness of the Company (other than as set forth in Section 10.3(a)) occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either caseterms, the Company may not pay the Subordinated Debt, unless the default has shall have been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided. (c) Notwithstanding Sections 10.3(a) and (b), however, that the Company may make payments on pay the Subordinated Securities Debt without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue the Senior Indebtedness with respect to which either of Designated Senior Indebtednessthe events set forth in Sections 10.3(a) and (b) has occurred and is continuing. During the continuance of any default (other than a default described in the preceding sentenceSections 10.3(a) and (b)) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of any applicable grace periods, the Company may not make payments on pay the Subordinated Securities Debt for a period (a “"Payment Blockage Period”") commencing upon the receipt by the Company and Trustee (with a copy to the Trustee Company) of written notice (a "Blockage Notice") of such default from the Representative of any the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or (ii) because the default giving rise to such Blockage Notice is no longer continuingcontinuing or (iii) because such Designated Senior Indebtedness has been repaid in full in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03)sentence, unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have has accelerated the maturity of such Designated Senior Indebtedness, the Company may resume payments on the Subordinated Securities after the end of such Payment Blockage Period. Not The Securities shall not be subject to more than one Payment Blockage Notice may be given Period in any consecutive 360-day period, irrespective of the number of such nonpayment defaults with respect to any number of issues of Designated Senior Indebtedness during such period. (d) The Company covenants that it will, upon request of the Trustee, deliver an Officers' Certificate (with copies thereof to the Representative of each class of Senior Indebtedness of the Company) showing in reasonable detail the Senior Indebtedness outstanding as of the date of such Officers' Certificate and the Representative of each class of Senior Indebtedness. For purposes The Trustee may conclusively rely thereon except to the extent that it shall have received, from the Representative of any class of Senior Indebtedness, notice in writing controverting any of the statements made therein. Not less than 10 days prior to making any distribution in respect of Senior Indebtedness pursuant to this Section 14.03Section, no default the Trustee shall deliver to each Representative of any class of Senior Indebtedness copies of the most recent Officers' Certificate filed with it by the Company pursuant to this subsection (d). (e) In the event that the Securities are declared due and payable before their Stated Maturity in accordance with Article 6, then and in such event the holders of Senior Indebtedness outstanding at the time the Securities so become due and payable shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of such Senior Indebtedness (whether or not an event of default that existed has occurred thereunder or was continuing on such Senior Indebtedness is, or has been declared to be, due and payable prior to the date of on which it otherwise would have become due and payable) before the commencement of Holders shall be entitled to receive any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive daysSecurity Payment.

Default on Senior Indebtedness. The Company Borrower shall not make any Subordinated Bridge Payments (except that Lenders may not pay receive (a) Permitted Junior Securities and (b) Excluded Bridge Payments) if (i) a default in the payment of the principal of, or premium, if any, or interest on, the Subordinated Securities or make any deposit in trust of unreimbursed amounts under Article IV drawn letters of credit or XIII and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory sinking fund pursuant to Article XII by the delivery of Subordinated Securities by the Company to the Trustee pursuant to Section 12.03) any Securities (collectively, “pay the Subordinated Securities”) if any principal, premium or interest or other amount payable in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) bankers' acceptances or any other default on fees relating to letters of credit or bankers' acceptances constituting Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace in the maturity of indenture, agreement or other document governing such Designated Senior Indebtedness (a "PAYMENT DEFAULT") or (ii) any other default occurs and is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may make payments on the Subordinated 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 Indebtedness. During the continuance of any default (other than a default described in the preceding sentence) continuing with respect to any Designated Senior Indebtedness pursuant 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 Company may not make payments on the Subordinated Securities for a period periods (a “Payment Blockage Period”"NONPAYMENT DEFAULT") commencing upon the receipt by the Company and the Trustee of written Administrative Agent receives a notice of such default (a "PAYMENT BLOCKAGE NOTICE") from the Representative a representative of holders of any such Designated Senior Indebtedness specifying an election (the "REPRESENTATIVE"). The restriction on payments of Subordinated Bridge Payments shall cease to effect apply (a) in the case of a payment default, upon the date on which such default is cured or waived or shall have ceased to exist or such Designated Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents and all outstanding Letter of Credit Obligations thereunder shall have been fully cash collateralized and (b) in case of a nonpayment default, the earlier of (x) the date on which such nonpayment default is cured or waived or shall have ceased to exist, (y) 179 days after the date on which the applicable Payment Blockage Period Notice is received (a “Blockage Notice”each such period, the "PAYMENT BLOCKAGE PERIOD") and ending 179 days thereafter or (or earlier if z) the date such Payment Blockage Period is shall be terminated by written notice to the Trustee and the Company Administrative Agent from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 14.03), unless the requisite holders of such Designated Senior Indebtedness necessary to terminate such period or from their Representative. No new Payment Blockage Period may be commenced unless and until 365 days have elapsed since the Representative effectiveness of the immediately preceding Payment Blockage Notice. However, if any Payment Blockage Notice within such 365-day period is given by or on behalf of any holders shall have accelerated the maturity of such Designated Senior IndebtednessIndebtedness (other than the administrative agent under the Senior Secured Facilities), the Company administrative agent under the Senior Secured Facilities may resume payments on the Subordinated Securities after such give another Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Senior Indebtedness during within such period. For purposes In no event, however, shall the total number of this Section 14.03, no default days during which any Payment Blockage Period or event of Periods is in effect exceed 179 days in the aggregate during any 365 consecutive day period. No nonpayment default that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Senior Indebtedness initiating such Payment Blockage Period Administrative Agent shall be, or be made, the basis of the commencement of for a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness, whether or not within a period of 360 consecutive days, Notice unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.. 120