Common use of No Payment on Guarantees in Certain Circumstances Clause in Contracts

No Payment on Guarantees in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no payment of any kind or character shall be made by or on behalf of the Guarantor or any other Person on its behalf with respect to any Obligations on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment by or on behalf of any Guarantor of principal of, premium, if any, or interest (including Additional Interest) on the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01) pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when due, of all or any portion of the obligations under or in respect of any Designated Senior Debt of such Guarantor whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of Holders of Designated Senior Debt. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect toto any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, any and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from a holder or holders of such Designated --------------------------------- Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT")has been discharged or repaid in full in cash, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment of any kind or character shall distribution will be made by or on behalf of the such Guarantor on account of or any other Person on its behalf with respect to any Obligations the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01), during a period (a "Guarantor --------- Blockage Period") commencing on the Notes or any date of the obligations receipt of such Guarantor on its Guarantee Payment --------------- Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice was due given and only (y) there must be 180 days in any 365 day period during which no Guarantor Payment Blockage Period is in effect with respect to such Guarantor. Not more than one such Guarantor Blockage Period may be commenced within with respect to each Guarantor during any period of 360 consecutive days. No Guarantor Non-payment Default which default or event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall initiating such Guarantor Payment Blockage Period may be, or be made, the basis for the commencement of a second any Guarantor Blockage Period by the Representative holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have default or event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, on or regularly accruing fees any other amounts owing with respect to, to any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT")Debt, no payment of any kind or character (except for guarantees of Permitted Securities on the same basis as the Guarantees) shall be made by or on behalf of the any Guarantor or any other Person on its behalf of such Guarantor with respect to any Obligations on the Notes Securities or any of under the obligations of such Guarantor on its Guarantee Guarantees or to acquire any of the Notes Securities for cash or property or otherwise. In addition, if any other event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing (or if such an event of default would occur upon any payment with respect to any the Securities or would arise upon the passage of time as a result of such payment) with respect to an Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), (as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting ) and such event of default permits the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the Guarantor Non-payment a Default Notice to the Trustee (a "GUARANTOR DEFAULT NOTICE")Company, the Guarantors and the Trustee, then, unless and until all Guarantor Non-payment Defaults events of default have been cured or waived or have ceased to exist or the Company, the Guarantors and the Trustee receives receive notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD")Period, neither the Guarantor Guarantors nor any other Person on its behalf of the Guarantors shall (x) make any payment of any kind or character (except for guarantees of Permitted Securities on the same basis as the Guarantees) with respect to any Obligations of a Guarantor on the Notes Securities or under its Guarantee the Guarantees or (y) to acquire any of the Notes Securities for cash or property or otherwise. For all purposes of this Section 11.10(a)Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes Securities was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default For all purposes of this Section 12.09(a), no event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt initiating such Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt Debt, whether or not within a period of 360 consecutive days, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, that in either case, would give rise to a Guarantor Non-payment Default an event of default pursuant to any provisions provision under which a Guarantor Non-payment Default an event of default previously existed or was continuing shall constitute a new Guarantor Non-payment Default event of default for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If No payment by or on behalf of any Guarantor of principal of, premium, if any, or interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any kind or character, whether in cash, property or securities, by set-off or otherwise (all such payments and distributions referred to individually and collectively as a "Guarantor Securities Payment"), whether pursuant to the terms of such Guarantor's Guarantee, upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when due, of all or any portion of the obligations on any Designated Senior Debt of such Guarantor whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Senior Debt. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or event of credit issued in respect of, or regularly accruing fees default with respect toto any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, any and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from a holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt guaranteed by any Guarantor (has been discharged or repaid in full, in cash or cash equivalents or otherwise in a "GUARANTOR PAYMENT DEFAULT")form satisfactory to the holders of such Senior Debt, no payment of any kind or character shall Guarantor Securities Payment will be made by or on behalf of such Guarantor, except from those funds held in trust for purposes of defeasance for the Guarantor or any other Person on its behalf with respect to any Obligations on the Notes or any benefit of the obligations Holders of any Securities to such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In additionHolders, if any event of default other than during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Blockage Period") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt commencing on the date of receipt of such Guarantor), as such event of default is defined notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice was due given and only (y) there must be 180 days in any 365 day period during which no Guarantor Payment Blockage Period is in effect. Not more than one such Guarantor Blockage Period may be commenced within with respect to any 360 Guarantor during any period of 365 consecutive days. No Guarantor Non-payment Default which default or event of default that existed or was continuing on the date of the commencement of any other Guarantor Blockage Period with respect to the Designated Senior Debt shall initiating such Guarantor Payment Blockage Period may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 365 consecutive days, unless such Non-payment Default shall have default or event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Payment Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default an event of default pursuant to any provisions provision under which a Guarantor Non-payment Default an event of default previously existed or was continuing continuing, shall constitute a new Guarantor Non-payment Default event of default for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of any Guarantor of principal of or interest on the Securities pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Senior Debt guaranteed Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by any the holders of such Designated Guarantor (a "GUARANTOR PAYMENT DEFAULT")Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of the such Guarantor of principal or any other Person on its behalf with respect to any Obligations interest on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than Securities during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Blockage Period") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt commencing on the date of receipt of such Guarantor), as such event of default is defined notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Blockage Period is in effect and only (z) not more than one such Guarantor Blockage Period may be commenced within with respect to any Guarantor during any period of 360 consecutive days. No Guarantor Nonnon-payment Default which event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Guarantor Blockage Period (to the extent the holder of Designated Guarantor Senior Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Nonnon-payment Default shall have event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of any Guarantor of principal of or interest on the Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Notes, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Senior Debt guaranteed Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by any the holders of such Designated Guarantor (a "GUARANTOR PAYMENT DEFAULT")Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of the such Guarantor of principal or any other Person on its behalf with respect to any Obligations interest on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Blockage Period") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt commencing on the date of receipt of such Guarantor), as such event of default is defined notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Notes to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Blockage Period is in effect and only (z) not more than one such Guarantor Blockage Period may be commenced within with respect to any Guarantor during any period of 360 consecutive days. No Guarantor Nonnon-payment Default which event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Guarantor Blockage Period (to the extent the holder of Designated Guarantor Senior Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Nonnon-payment Default shall have event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid reimbursement for drawings for under letters of credit issued in respect as part of, or regularly accruing fees with respect to, any Guarantor Designated Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT")Debt, no payment of any kind or character shall be made by or on behalf of the such Guarantor or any other Person on of its behalf Subsidiaries with respect to any Obligations on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes or the related Guarantee for cash or property or otherwiseproperty. In addition, if any other event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Guarantor Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor)Debt, as such event of default is defined in the instrument creating or evidencing such Guarantor Designated Senior Debt, permitting the holders of such Guarantor Designated Senior Debt then outstanding to accelerate the maturity thereof (or, in the case of any Guarantor Designated Senior Debt consisting of a guarantee, the maturity of the Indebtedness so guaranteed) and if the Representative for the respective issue of Guarantor Designated Senior Debt gives written notice of the Guarantor Non-payment Default event of default to the Trustee (a "GUARANTOR DEFAULT PAYMENT BLOCKAGE NOTICE"), then, unless and until all Guarantor Non-payment Defaults events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Guarantor Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Payment Blockage Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on of its behalf shall Subsidiaries shall: (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes or the related Guarantee for cash or property or otherwiseproperty. For all purposes of this Section 11.10(a)Notwithstanding anything herein to the contrary, in no event will shall a Guarantor Blockage Period extend beyond 180 days from the date of the payment on commencement of the Notes was due Guarantor Blockage Period and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Guarantor Designated Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Guarantor Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default an event of default pursuant to any provisions under which a Guarantor Non-payment Default an event of default previously existed or was continuing shall constitute a new Guarantor Non-payment Default event of default for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities but including any payment constituting any distribution in respect of any other Indebtedness that is subordinated to the Guarantees) by or on behalf of any Guarantor of principal of or interest on the Senior Subordinated Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Senior Subordinated Note, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters nonpayment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Senior Debt guaranteed Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such nonpayment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by any the holders of such Designated Guarantor (a "GUARANTOR PAYMENT DEFAULT")Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of the such Guarantor of principal or any other Person on its behalf with respect to any Obligations interest on the Senior Subordinated Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Blockage Period") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default which existed or was continuing commencing on the date of receipt of such notice by GOF and its successors and assigns and ending 179 days thereafter; provided however, that so long as any Indebtedness remains outstanding under the commencement Credit Agreement or any replacement, renewal, refinancing or extension thereof, no Guarantor Payment Blockage Notice may be initiated to block payment of any Guarantor Blockage Period with respect principal or interest on the Senior Subordinated Notes pursuant to the Designated Senior Debt shall be, or be made, the basis for commencement terms of a second Guarantor Blockage Period this Section 3.08(a) except by the Representative of such Designated Senior Debt whether Administrative Agent (or not within a period of 360 consecutive days, unless such Non-payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action similar authorized party) under the Credit Agreement or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period thatreplacement, in either caserenewal, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed refinancing or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)extension thereof.

No Payment on Guarantees in Certain Circumstances. (a) If No payment of any kind or character shall be made by or on behalf of any Guarantor or any other Person on behalf of such Guarantor with respect to any Obligations of such Guarantor on the Securities or under the Guarantee of the Securities of such Guarantor or to acquire any of the Securities for cash or property or otherwise if (i) any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, premium, if any, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Designated Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no payment of any kind Guarantor, or character shall be made by or on behalf of the Guarantor or (ii) any other Person on its behalf with respect to any Obligations on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a of any Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the that permits holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if and, in the Representative for case of this clause (ii), the respective issue of Designated Senior Debt gives written Trustee receives a notice of the Guarantor Non-payment Default to the Trustee such default (a "GUARANTOR DEFAULT NOTICEGuarantor Default Notice"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice ) from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf Debt. Payments may and shall (x) make any payment of any kind or character be resumed with respect to any Obligations of such Guarantor on the Notes Securities or under its the Guarantee of such Guarantor in respect of the Securities or (y) acquire with respect to the acquisition of any of the Notes Securities for cash or property or otherwise. For otherwise (x) in the case of a payment default described in clause (i) above, upon the date on which such default is cured or waived and (y) in the case of a default described in clause (ii) above, the earliest of (a) the date on which all purposes of this Section 11.10(a)such defaults have been cured or waived, (b) 179 days after the date on which the applicable Guarantor Default Notice is received, (c) the date such Designated Senior Debt shall have been paid in no event will a full in cash or (d) the date such Guarantor Blockage Period extend beyond 180 days shall have been terminated by written notice to the Trustee from the date Representative of the payment on Designated Senior Debt initiating such Guarantor Blockage Period, after which, in the Notes was case of clauses (a), (b), (c) and (d), such Guarantor shall resume making any and all required payments in respect of the Securities, including any payments not made to the Holders of the Securities during the Guarantor Blockage Period due and only one such to the foregoing prohibitions, unless the provisions described in clause (i) above or the provisions of Section 12.03 are then applicable. No new Guarantor Blockage Period may be commenced within any unless and until 360 consecutive daysdays have elapsed since the effectiveness of the immediately prior Guarantor Blockage Period. No Guarantor Non-payment Default default which existed or was continuing on the date of the commencement delivery of any Guarantor Blockage Period Default Notice with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second subsequent Guarantor Blockage Period Default Notice by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive daysDebt, unless such Non-payment Default default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period Period, that, in either case, would give rise to such a Guarantor Non-payment Default default pursuant to any provisions provision under which a Guarantor Non-payment Default such default previously existed or was continuing shall constitute a new Guarantor Non-payment Default default for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If either (i) any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid reimbursement for drawings for under letters of credit issued in respect as part of, or regularly accruing fees with respect to, any Guarantor Senior Debt Indebtedness or any Senior Debt Indebtedness guaranteed by a Subsidiary Guarantor (which guarantee constitutes Guarantor Senior Indebtedness of such Subsidiary Guarantor), or (ii) any default occurs and is continuing with respect to any Guarantor (a "GUARANTOR PAYMENT DEFAULT")Designated Senior Indebtedness resulting in the acceleration of the maturity of all or any portion of any Guarantor Designated Senior Indebtedness, no payment of any kind or character (other than Permitted Insolvency Payments) shall be made by or on behalf of the such Subsidiary Guarantor or any other Person on of its behalf Subsidiaries with respect to any Obligations on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes or the related Guarantee for cash or property or otherwiseproperty. In addition, if any other event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Guarantor Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor)Indebtedness, as such event of default is defined in the instrument creating or evidencing such Guarantor Designated Senior DebtIndebtedness, permitting the holders of such Guarantor Designated Senior Debt Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Guarantor Designated Senior Debt Indebtedness gives written notice of the Guarantor Non-payment Default event of default to the Trustee (a "GUARANTOR DEFAULT NOTICEGuarantor Default Notice"), then, unless and until all Guarantor Non-payment Defaults events of default ------------------------ have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Guarantor Designated Senior Debt Indebtedness terminating the Guarantor Blockage Period (as defined below), during the 180 179 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIODGuarantor Blockage Period"), neither the ------------------------- Subsidiary Guarantor nor any other Person on of its behalf shall Subsidiaries shall: (x) make any payment of any kind or character (other than Permitted Insolvency Payments) with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes or the related Guarantee for cash or property or otherwise(other than in exchange for Permitted Insolvency Payments). For all purposes of this Section 11.10(a)Notwithstanding anything herein to the contrary, in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date of the payment on commencement of the Notes was due Guarantor Blockage Period and only one such Guarantor Blockage Period may be commenced within any 360 365 consecutive days. No Guarantor Non-payment Default event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Guarantor Designated Senior Debt Indebtedness shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Guarantor Designated Senior Debt Indebtedness whether or not within a period of 360 365 consecutive days, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default an event of default pursuant to any provisions under which a Guarantor Non-payment Default an event of default previously existed or was continuing shall constitute a new Guarantor Non-payment Default event of default for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If any default occurs and is continuing No payment or distribution (other than a payment or distribution in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, form of Permitted Junior Securities) of any principal of, interest on, unpaid drawings for letters assets or securities of credit issued in respect of, a Guarantor or regularly accruing fees with respect to, any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no payment subsidiary thereof of any kind or character shall (including, without limita- 110 -102- tion, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of such Guarantor being subordinated to its Obligations on its Guarantee) may be made by or on behalf of such Guarantor, including, without limitation, by way of set-off or otherwise, for or on account of its Obligations on its Guarantee, and neither the Guarantor Trustee nor any holder or owner of any Notes shall take or receive from any Guarantor, directly or indirectly in any manner, payment in respect of all or any other Person on portion of its behalf with respect to any Obligations on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any following the delivery by the representative of the Notes for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding Indebtedness (the "Guarantor Representative") to accelerate the maturity thereof and if the Representative for the respective issue Trustee of Designated Senior Debt gives written notice of the occurrence of a Payment Default in respect of Guarantor Senior Indebtedness, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph, the Guarantor shall resume making any and all required payments in respect of the Obligations on its Guarantee, including any missed payments. Upon the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness which constitutes Guarantor Senior Indebtedness of any Guarantor, no payment Default to or distribution (other than a payment or distribution in the Trustee form of Permitted Junior Securities) of any assets of such Guarantor of any kind may be made by such Guarantor, including, without limitation, by way of set-off or otherwise, on account of any of its Obligations on its Guarantee, for a period (a "GUARANTOR DEFAULT NOTICEGuarantor Blockage Period"), then, ) commencing on the date of receipt by the Trustee of written notice from the Guarantor Representative of such Non-Payment Event of Default unless and until all Guarantor (subject to any blockage of payments that may then be in effect under the preceding paragraph) (x) more than 179 days shall have elapsed since receipt of such written notice by the Trustee, (y) such Non-payment Defaults Payment Event of Default shall have been cured or waived in writing or shall have ceased to exist or the Trustee receives notice from the Representative for the respective issue of such Designated Senior Debt terminating the Indebtedness constituting Guarantor Senior Indebtedness shall have been paid in full or (z) such Guarantor Blockage Period shall have been terminated by written notice to the Guarantor or the Trustee from such Guarantor Representative, after which, in the case of clause (as defined belowx), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire or (z), the Guarantor shall resume making any and all required payments in respect of Obligations on its Guarantee, including any missed payments. Notwithstanding any other provision of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a)Indenture, in no event will shall a Guarantor Blockage Period extend commenced in accordance with the provisions of the Indenture described in this paragraph ex- tend beyond 180 179 days from the date of the payment on receipt by the Notes was due and only one Trustee of the notice referred to above (the "Initial Guarantor Blockage Period"). Any number of additional Guarantor Blockage Periods may be commenced during the Initial Guarantor Blockage Period; provided, however, that no such additional Guarantor Blockage Period shall extend beyond the Initial Guarantor Blockage Period. After the expiration of the Initial Guarantor Blockage Period, no Guarantor Blockage Period may be commenced within until at least 180 consecutive days have elapsed from the last day of the Initial Guarantor Blockage Period. Notwithstanding any 360 consecutive days. No other provision of the Indenture, no event of default with respect to Designated Senior Indebtedness constituting Guarantor Non-payment Default Senior Indebtedness (other than a Payment Default) which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to initiated by the Designated Senior Debt Guarantor Representative shall be, or be made, the basis for the commencement of a second Guarantor Blockage Period initiated by the Representative of such Designated Senior Debt Guarantor Representative, whether or not within a period of 360 consecutive daysthe Initial Guarantor Blockage Period, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no payment of any kind or character shall be made by or on behalf of the Guarantor or any other Person on its behalf with respect to any Obligations on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 179 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose).

No Payment on Guarantees in Certain Circumstances. (ai) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration No direct or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no indirect payment of any kind or character shall be made (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the any Guarantor in respect of principal of, premium, if any, or any other Person on its behalf with respect to any Obligations interest on the Notes or any of the obligations of pursuant to such Guarantor on its Guarantor's Guarantee or to acquire any of the Notes for cash or property Notes, whether pursuant to the terms of the Notes, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations in respect of any Designated Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the requisite number of holders of such Designated Senior Indebtedness. In addition, if any non-payment event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by Indebtedness of a Guarantor pursuant to which the maturity thereof may be immediately accelerated, then upon and after receipt by the Company (which guarantee constitutes who shall provide notice thereof to the Holders) of written notice (a "Guarantor Senior Debt of such Guarantor), as such event of default is defined in Payment Blockage Notice") from the instrument creating holder or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate Indebtedness or the maturity thereof and if the Representative for the respective issue trustee or agent acting on behalf of such Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), thenIndebtedness, unless and until all Guarantor Non-payment Defaults such events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of such Designated Senior Debt terminating Indebtedness has been discharged or paid in full in cash or the Guarantor Blockage Period (as defined below), during benefits of these provisions have been waived by the 180 days after the delivery requisite number of holders of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD")Designated Senior Indebtedness, neither the Guarantor nor any other Person on its behalf shall (x) make any no direct or indirect payment of any kind or character with (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of such Guarantor of in respect to any Obligations of principal, premium, if any, or interest on the Notes or under its Guarantee or (y) to acquire any of the Notes, upon acceleration, pursuant to any Offer to Purchase or otherwise during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such Payment Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a)to the contrary, (x) in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Blockage Period is in effect and only (z) not more than one such Guarantor Blockage Period may be commenced within with respect to any Guarantor during any period of 360 consecutive days. No Guarantor Non-payment Default which event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall Indebtedness of such Guarantor initiating such Guarantor Blockage Period (to the extent the holder of such Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged understood that any a subsequent action act or any event that constitutes a breach of any a covenant or other provision, including breach of a financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise covenant with respect to a Guarantor Non-payment Default pursuant to any provisions under which subsequent period, shall be considered a Guarantor Non-payment Default previously existed separate event of default from a previous act or was continuing shall constitute event that constitutes a new Guarantor Non-payment Default breach of the same covenant or other provision for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of any Guarantor of principal of or interest on the Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Notes, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters nonpayment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt or Senior Debt guaranteed Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by any Guarantor the Trustee of written notice (a the "GUARANTOR PAYMENT DEFAULTBLOCKAGE NOTICE")) from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such nonpayment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of the such Guarantor of principal or any other Person on its behalf with respect to any Obligations interest on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD")) commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Notes to the contrary, neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given, (y) there shall be a period of at least 181 consecutive days in each 360 day period when no Guarantor Blockage Period is in effect and only (z) not more than one such Guarantor Blockage Period may be commenced within with respect to any Guarantor during any period of 360 consecutive days. No Guarantor Non-payment Default which nonpayment event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Guarantor Blockage Period (to the extent the holder of Designated Guarantor Senior Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have nonpayment event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, unless and until all principal thereof, premium, if any, interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on or other amounts owing on the Notes. Upon the happening of any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees with respect to, interest on or other amounts due on any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor Indebtedness (a "GUARANTOR PAYMENT DEFAULTPayment Default"), then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by or on behalf of any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on or other amounts owing on the Notes (except that, subject to applicable law, Holders may receive Subordinated Securities of Subsidiary Guarantors). Upon the happening of any default or event of default (other than a Payment Default) (including any event which with the giving of notice or the lapse of time or both would become an event of default and including any default or event of default which would result upon any payment pursuant to the Guarantees) with respect to any Senior Indebtedness of a Subsidiary Guarantor, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Subsidiary Guarantors and the Trustee by a holder or holders of any Designated Senior Indebtedness or their representative ("Payment Notice"), no payment of any kind or character shall be made by or on behalf of the Guarantor or any other Person on its behalf Subsidiary Guarantors pursuant to the Guarantees with respect to any Obligations the principal of, premium, if any, interest on or other amounts owing on the Notes or any of during the obligations period (the "Payment Blockage Period") commencing on the date of such Guarantor receipt of such Payment Notice and ending on its Guarantee or to acquire any the earlier of (i) the Notes for cash or property or otherwise. In additiondate, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (any, on which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased ceases to exist or (ii) the Trustee receives notice from date, if any, on which the Representative for the respective issue of Designated Senior Debt terminating Indebtedness to which such default relates is discharged; provided, however, that no default or event of default (other than a Payment Default) shall prevent the Guarantor Blockage Period (as defined below), during making of any payment pursuant to the 180 Guarantees for more than 179 days after the delivery Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Payment Notice shall be given within a period of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default , and (ii) no event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt Payment Notice shall be, or be made, made the basis for commencement the giving of a second Guarantor Blockage Period by the Representative subsequent Payment Notice unless all such events of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default default shall have been cured or waived for a period of not less than 90 at least 180 consecutive days after such date, and (it being acknowledged that iii) if any subsequent action Subsidiary Guarantor or the Trustee receives any Payment Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default (whether or not such default is on the same issue of Designated Senior Indebtedness) shall not be effective for purposes of this paragraph. The Subsidiary Guarantors shall resume payments of principal of, premium, if any, and interest on the Guarantees (i) in the case of a Payment Default, upon the date such Payment Default is cured or waived by the holders of Senior Indebtedness to which such Payment Default relates and (ii) in the case of a default or event of default (other than a Payment Default) with respect to Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default is cured or (B) the expiration of the Payment Blockage Period with respect thereto if, in the case of this clause (B), this Section 12.12 otherwise does not prohibit such payment. In furtherance of the provisions of Section 12.12(a), in the event that, notwithstanding the foregoing provisions of this Section 12.12(b), any payment (other than a payment in the form of Subordinated Securities of Subsidiary Guarantors) with respect to the principal of, premium, if any or interest on the Notes shall be made by or on behalf of any Subsidiary Guarantor, and received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a time when such payment was prohibited by the provisions of this Section 12.02, then, unless and until such payment is no longer prohibited by this Section 12.12(b), such payment (subject to the provisions of Sections 12.12(f) and 12.12(g)) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of and shall be immediately paid over to the holders of Senior Indebtedness or their representative, ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, and interest on the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of Senior Indebtedness. The provisions of this Section 12.12(b) shall not modify or limit in any way the application of Section 12.12(c). Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any default in the payment of any Senior Indebtedness of such Subsidiary Guarantor or any breach of acceleration under any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default Senior Indebtedness or under any agreement pursuant to any which such Senior Indebtedness may have been issued. Failure to give such notice shall not affect the 31 subordination of the Guarantees to the Senior Indebtedness or the application of the other provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for provided in this purpose)Section 12.12.

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment, deposit or distribution of any kind or character, whether in cash, property or securities (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of any Guarantor of principal of, or interest (including, Additional Interest) on, or any other obligation in respect of, the Securities pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration, by way of repurchase, redemption, defeasance or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when duedue of all or any portion of the obligations under or in respect of any Designated Senior Debt of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Guarantor Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without the giving of any notice (except such notice as may be required to effect such acceleration) or Senior Debt guaranteed by the expiration of any Guarantor (a "GUARANTOR PAYMENT DEFAULT")applicable grace periods, no payment of any kind or character shall may be made by or on behalf of such Guarantor for a period (a "Guarantor Blockage Period") commencing upon the receipt by such Guarantor or any other Person on its behalf with respect to any Obligations on and the Notes or any Trustee of the obligations written notice of such Guarantor on its Guarantee default or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in from the instrument creating holder or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate or any trustee, agent or other representative acting on behalf of the maturity thereof and if the Representative for the respective issue holder or holders of such Designated Senior Debt gives written notice of the Guarantor Non-payment Default specifying an election to the Trustee (effect a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 a "Guarantor Payment Blockage Notice") and ending 179 days after the delivery of thereafter (or earlier if such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Blockage Period extend beyond 180 days is terminated (i) by written notice to the Trustee and such Guarantor from the date holder or holders of such Designated Senior Debt or any trustee, agent or other representative acting on behalf of the payment holder or holders of such Designated Senior Debt, (ii) by discharge or repayment in full in cash of such Designated Senior Debt or (iii) because the default or event of default giving rise to such Guarantor Payment Blockage Notice has been cured, waived or ceased to exist). Subject to the provisions of the first sentence of this Section, such Guarantor may resume payments on the Notes was due and only Securities after such Guarantor Blockage Period. Not more than one such Guarantor Blockage Period may be commenced within with respect to a Guarantee during any period of 360 consecutive days. No Guarantor Non-payment Default which default or event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall initiating such Guarantor Blockage Period may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Senior Debt or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have default or event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (excluding any default occurs payment or distribution of Permitted Junior Securities and is continuing in excluding any Defeasance Trust Payment but including the payment when due, whether at maturity, upon any redemption, establishment of a Defeasance Trust) by declaration or otherwise, on behalf of any Subsidiary Guarantor pursuant to its Guarantee of principal of, of or interest on, unpaid drawings for letters of credit issued in respect ofor liquidated damages on the Notes, or regularly accruing fees with respect tofor or on account of the purchase, any Guarantor Senior Debt redemption or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no payment other acquisition of any kind or character shall be made the Notes by or on behalf of the Guarantor Company, whether pursuant to the terms of the Notes, upon acceleration, pursuant to an Offer, a Change of Control Offer or otherwise, will be made (including, without limitation, by way of set-off) if, at the time of such payment, there exists a default in the payment of all or any other Person on its behalf with respect to any Obligations on the Notes or any portion of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a such Subsidiary Guarantor (which guarantee constitutes Guarantor Senior Debt of such Subsidiary Guarantor), as whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such event default shall not have been cured or waived or the benefits of default is defined in the instrument creating this sentence waived by or evidencing such Designated Senior Debt, permitting on behalf of the holders of such Designated Senior Debt. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Debt then outstanding pursuant to accelerate which the maturity thereof may be immediately accelerated, and if upon receipt by the Representative for Trustee of written notice (a "Guarantor Payment Blockage Notice") from the respective issue holder or --------------------------------- holders of such Designated Senior Debt gives written notice or the trustee or agent acting on behalf of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE")holders of such Designated Senior Debt, then, unless and until all Guarantor Non-payment Defaults have such event of default has been cured or waived or have has ceased to exist or the Trustee receives notice from the Representative for the respective issue of such Designated Senior Debt terminating has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Debt, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment but including the establishment of the Defeasance Trust) will be made (including, without limitation, by way of set-off) by or on behalf of such Subsidiary Guarantor Blockage Period (as defined below)pursuant to its Guarantee of principal of or interest or liquidated damages on the Notes, or for or on account of the purchase, redemption or other acquisition of the Notes by or on behalf of the Company, to such Holders, during a period (a "Guarantor Payment Blockage -------------------------- Period") commencing on the 180 days after the delivery date of receipt of such Guarantor Default Notice (notice by ------ the "GUARANTOR BLOCKAGE PERIOD")Trustee and ending 179 days thereafter. Notwithstanding anything in the subordination provisions of this Indenture or the Notes to the contrary, neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Payment Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given, and only (y) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Notes during any period of 360 consecutive days. No Guarantor Non-payment Default which event of default that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt shall initiating such Guarantor Payment Blockage Period (to the extent the holder of Designated Senior Debt, or trustee or agent, giving notice commencing such Guarantor Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second any other Guarantor Payment Blockage Period by the Representative holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If (i) any default occurs and is continuing in the payment of any principal of or interest on, or other amounts due and owing on, any Guarantor Senior Indebtedness or any Senior Indebtedness guaranteed by a Subsidiary Guarantor (which Guarantee constitutes Guarantor Senior Indebtedness of such Subsidiary Guarantor), when duedue and payable, whether at maturity, upon any redemption, by declaration or otherwise, of occurs and is continuing or (ii) any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees default with respect to, to any such Guarantor Senior Debt Indebtedness or Senior Debt guaranteed by Indebtedness resulting in the acceleration of the maturity of all or any portion of such Guarantor (a "GUARANTOR PAYMENT DEFAULT")Senior Indebtedness or Senior Indebtedness occurs and is continuing, no payment of any kind or character shall be made by by, or on behalf of of, the Subsidiary Guarantor or any other Person on its behalf with respect to any Obligations on the Notes or any of the obligations Obligations of such Subsidiary Guarantor on its Guarantee Guarantee, or to acquire any of the Notes for cash or property or otherwise. 87 In addition, if any other event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing (or if such an event of default would occur upon any payment with respect to any the Notes) with respect to the Designated Senior Debt Indebtedness guaranteed by a Subsidiary Guarantor (which guarantee constitutes Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior DebtIndebtedness, permitting the holders of such Designated Senior Debt Indebtedness then outstanding outstanding, or their Representative, to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt Indebtedness gives written notice of the Guarantor Non-payment Default event of default to the Trustee (a "GUARANTOR DEFAULT NOTICEGuarantor Default Notice"), then, unless and until the date, if any, on which all Guarantor Non-payment Defaults Designated Senior Indebtedness to which such event of default relates is discharged or the Representative for the Designated Senior Indebtedness gives notice that all events of default have been cured or waived or have ceased to exist or the Trustee receives written notice from the Representative for the respective issue of Designated Senior Debt Indebtedness terminating the Guarantor Blockage Period (as defined below), during the 180 179 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIODGuarantor Blockage Period"), neither the no Subsidiary Guarantor nor or any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a)Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only due. Only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default For all purposes of this Section 11.10(a), no event of default which existed or was continuing (it being acknowledged that any action of the Company occurring subsequent to delivery of a Default Notice that would give rise to any event of default pursuant to any provision under which an event of default previously existed (or was continuing at the time of delivery of such Default Notice) shall constitute a new event of default for this purpose) on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt Indebtedness shall be, or be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such the Designated Senior Debt Indebtedness, whether or not within a period of 360 consecutive days, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If No payment of any kind or character shall be made by or on behalf of any Guarantor or any other Person on behalf of such Guarantor with respect to any Obligations of such Guarantor on the Securities or under the Guarantee of the Securities of such Guarantor or to acquire any of the Securities for cash or property or otherwise if (i) any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, premium, if any, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no payment of any kind Guarantor, or character shall be made by or on behalf of the Guarantor or (ii) any other Person on its behalf with respect to any Obligations on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such any Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if and, in the Representative for case of this clause (ii), the respective issue of Designated Senior Debt gives written Trustee receives a notice of the Guarantor Non-payment Default to the Trustee such event of default (a "GUARANTOR DEFAULT NOTICEGuarantor Default Notice"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice ) from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf Debt. Payments may and shall (x) make any payment of any kind or character be resumed with respect to any Obligations of such Guarantor on the Notes Securities or under its the Guarantee of such Guarantor in respect of the Securities or (y) acquire with respect to the acquisition of any of the Notes Securities for cash or property or otherwise. For otherwise (x) in the case of a payment default described in clause (i) above, upon the date on which such default is cured or waived and (y) in the case of a default described in clause (ii) above, the earlier of (a) the date on which all purposes such events of this Section 11.10(a)default have been cured or waived, (b) 179 days after the date on which the applicable Guarantor Default Notice is received, (c) the date such Designated Senior Debt shall have been paid in no event will a full in cash or (d) the date such Guarantor Blockage Period extend beyond 180 days shall have been terminated by written notice to the Trustee from the date Representative of the payment on Designated Senior Debt initiating such Guarantor Blockage Period, after which, in the Notes was case of clauses (a), (b), (c) and (d), such Guarantor shall resume making any and all required payments in respect of the Securities, including any payments not made to the Holders of the Securities during the Guarantor Blockage Period due and only one such to the foregoing prohibitions, unless the provisions described in clause (i) above or the provisions of Section 12.03 are then applicable. No new Guarantor Blockage Period may be commenced within any unless and until 360 consecutive daysdays have elapsed since the effectiveness of the immediately prior Guarantor Blockage Period. No Guarantor Non-payment Default event of default which existed or was continuing on the date of the commencement delivery of any Guarantor Blockage Period Default Notice with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second subsequent Guarantor Blockage Period Default Notice by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive daysDebt, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default an event of default pursuant to any provisions provision under which a Guarantor Non-payment Default an event of default previously existed or was continuing shall constitute a new Guarantor Non-payment Default event of default for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities but including any payment constituting any distribution in respect of any other Indebtedness that is subordinated to the Guarantees) by or on behalf of any Guarantor of principal of or interest on the Senior Subordinated Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Senior Subordinated Note, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters nonpayment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt or Senior Debt guaranteed Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by any Guarantor the Trustee of written notice (a the "GUARANTOR PAYMENT DEFAULTBLOCKAGE NOTICE")) from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such nonpayment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of the such Guarantor of principal or any other Person on its behalf with respect to any Obligations interest on the Senior Subordinated Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default which existed or was continuing commencing on the date of receipt of such notice by GOF and its successors and assigns and ending 179 days thereafter; provided however, that so long as any Indebtedness remains outstanding under the commencement Credit Agreement or any replacement, renewal, refinancing or extension thereof, no Guarantor Payment Blockage Notice may be initiated to block payment of any Guarantor Blockage Period with respect principal or interest on the Senior Subordinated Notes pursuant to the Designated Senior Debt shall be, or be made, the basis for commencement terms of a second Guarantor Blockage Period this Section 3.08(a) except by the Representative of such Designated Senior Debt whether Administrative Agent (or not within a period of 360 consecutive days, unless such Non-payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action similar authorized party) under the Credit Agreement or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period thatreplacement, in either caserenewal, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed refinancing or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)extension thereof.

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of any Guarantor of principal of or interest on the Securities pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Guarantor Senior Indebtedness of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Guarantor Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Guarantor Senior Debt Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Guarantor Senior Debt guaranteed Indebtedness or the trustee or agent acting on behalf of such Guarantor Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by any the holders of such Guarantor (a "GUARANTOR PAYMENT DEFAULT")Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of the such Guarantor of principal or any other Person on its behalf with respect to any Obligations interest on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than Securities during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Blockage Period") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt commencing on the date of receipt of such Guarantor), as such event of default is defined notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Blockage Period is in effect and only (z) not more than one such Guarantor Blockage Period may be commenced within with respect to any Guarantor during any period of 360 consecutive days. No Guarantor Nonnon-payment Default which event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Guarantor Blockage Period (to the extent the holder of Guarantor Senior Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Nonnon-payment Default shall have event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, unless and until all principal thereof, premium, if any, interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on or other amounts owing on the Notes. Upon the happening of any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees with respect to, interest on or other amounts due on any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor Indebtedness (a "GUARANTOR PAYMENT DEFAULTPayment Default"), then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by or on behalf of any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on or other amounts owing on the Notes (except that, subject to applicable law, Holders may receive Subordinated Securities of Subsidiary Guarantors). Upon the happening of any default or event of default (other than a Payment Default) (including any event which with the giving of notice or the lapse of time or both would become an event of default and including any default or event of default which would result upon any payment pursuant to the Guarantees) with respect to any Senior Indebtedness of a Subsidiary Guarantor, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Subsidiary Guarantors and the Trustee by a holder or holders of any Designated Senior Indebtedness or their Representative ("Payment Notice"), no payment of any kind or character shall be made by or on behalf of the Guarantor or any other Person on its behalf Subsidiary Guarantors pursuant to the Guarantees with respect to any Obligations the principal of, premium, if any, interest on or other amounts owing on the Notes or any of during the obligations period (the "Payment Blockage Period") commencing on the date of such Guarantor receipt of such Payment Notice and ending on its Guarantee or to acquire any the earlier of (i) the Notes for cash or property or otherwise. In additiondate, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (any, on which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased ceases to exist or (ii) the Trustee receives notice from date, if any, on which the Representative for the respective issue of Designated Senior Debt terminating Indebtedness to which such default relates is discharged; provided, however, that no default or event of default (other than a Payment Default) shall prevent the Guarantor Blockage Period (as defined below), during making of any payment pursuant to the 180 Guarantees for more than 179 days after the delivery Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Payment Notice shall be given within a period of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default , and (ii) no event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt Payment Notice shall be, or be made, made the basis for commencement the giving of a second Guarantor Blockage Period by the Representative subsequent Payment Notice unless all such events of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default default shall have been cured or waived for a period of not less than 90 at least 180 consecutive days after such date, and (it being acknowledged that iii) if any subsequent action Subsidiary Guarantor or the Trustee receives any breach Payment Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default (whether or not such default is on the same issue of Designated Senior Indebtedness) shall not be effective for purposes of this paragraph. The Subsidiary Guarantors shall resume payments of principal of, premium, if any, and interest on the Guarantees (i) in the case of a Payment Default, upon the date such Payment Default is cured or waived by the holders of Senior Indebtedness to which such Payment Default relates and (ii) in the case of a default or event of default (other than a Payment Default) with respect to Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default is cured or (B) the expiration of the Payment Blockage Period with respect thereto if, in the case of this clause (B), this Article Twelve otherwise does not prohibit such payment. In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, any payment (other than a payment in the form of Subordinated Securities of Subsidiary Guarantors) with respect to the principal of, premium, if any or interest on the Notes shall be made by or on behalf of any financial covenants Subsidiary Guarantor, and received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a period commencing time when such payment was prohibited by the provisions of this Section 12.02, then, unless and until such payment is no longer prohibited by this Section 12.02, such payment (subject to the provisions of Sections 12.06 and 12.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of and shall be immediately paid over to the holders of Senior Indebtedness or their Representative, ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, and interest on the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness in accordance with its terms, after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant giving effect to any provisions under which a Guarantor Non-concurrent payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default distribution to or for this purpose)the benefit of the holders of Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt or any Senior Debt guaranteed by any a Guarantor (a "GUARANTOR PAYMENT DEFAULT"which Guarantee constitutes Guarantor Senior Debt of such Guarantor), no payment of any kind or character shall be made by or on behalf of the Guarantor or any other Person person on its behalf with respect to any Obligations on the Notes or any of the obligations Obligations of such Guarantor on its Guarantee Guarantee, or to acquire any of the Notes for cash or property or otherwiseotherwise (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under Article Eight). In addition, if any other event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any the Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor)) or of a Guarantor, as such event of default is defined in the 98 -91- instrument creating or evidencing such Designated Senior Debt, Debt permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default event of default to the Trustee (a "GUARANTOR DEFAULT NOTICEGuarantor Default Notice"), then, unless and until all Guarantor Non-payment Defaults events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIODGuarantor Blockage Period"), neither the no Guarantor nor or any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee (except in Permitted Junior Securities or from the trust described under Article Eight) or (y) acquire any of the Notes for cash or property or otherwiseotherwise (except in Permitted Junior Securities or from the trust described under Article Eight). For all purposes of this Section 11.10(a)Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, unless and until all principal thereof, premium, if any, interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on or other amounts owing on the Securities. Upon the happening of any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees with respect to, interest on or other amounts due on any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor Indebtedness (a "GUARANTOR PAYMENT DEFAULTPayment Default"), then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by or on behalf of any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on or other amounts owing on the Securities (except that, subject to applicable law, Holders may receive Subordinated Securities of Subsidiary Guarantors). Upon the happening of any default or event of default (other than a Payment Default) (including any event which with the giving of notice or the lapse of time or both would become an event of default and including any default or event of default which would result upon any payment pursuant to the Guarantees) with respect to any Senior Indebtedness of a Subsidiary Guarantor, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Subsidiary Guarantors and the Trustee by a holder or holders of any Designated Senior Indebtedness or their Representative ("Payment Notice"), no payment of any kind or character shall be made by or on behalf of the Guarantor or any other Person on its behalf Subsidiary Guarantors pursuant to the Guarantees with respect to any Obligations the principal of, premium, if any, interest on or other amounts owing on the Notes or any of Securities during the obligations period (the "Payment Blockage Period") commencing on the date of such Guarantor receipt of such Payment Notice and ending on its Guarantee or to acquire any the earlier of (i) the Notes for cash or property or otherwise. In additiondate, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (any, on which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased ceases to exist or (ii) the Trustee receives notice from date, if any, on which the Representative for the respective issue of Designated Senior Debt terminating Indebtedness to which such default relates is discharged; provided, however, that no default or event of default (other than a Payment Default) shall prevent the Guarantor Blockage Period (as defined below), during making of any payment pursuant to the 180 Guarantees for more than 179 days after the delivery Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Payment Notice shall be given within a period of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default , and (ii) no event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt Payment Notice shall be, or be made, made the basis for commencement the giving of a second Guarantor Blockage Period by the Representative subsequent Payment Notice unless all such events of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default default shall have -57- 64 been cured or waived for a period of not less than 90 at least 180 consecutive days after such date, and (it being acknowledged that iii) if any subsequent action Subsidiary Guarantor or the Trustee receives any breach Payment Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default (whether or not such default is on the same issue of Designated Senior Indebtedness) shall not be effective for purposes of this paragraph. The Subsidiary Guarantors shall resume payments of principal of, premium, if any, and interest on the Guarantees (i) in the case of a Payment Default, upon the date such Payment Default is cured or waived by the holders of Senior Indebtedness to which such Payment Default relates and (ii) in the case of a default or event of default (other than a Payment Default) with respect to Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default is cured or (B) the expiration of the Payment Blockage Period with respect thereto if, in the case of this clause (B), this Article Twelve otherwise does not prohibit such payment. In furtherance of the provisions of Section 12.01, in the event that, notwithstanding the foregoing provisions of this Section 12.02, any payment (other than a payment in the form of Subordinated Securities of Subsidiary Guarantors) with respect to the principal of, premium, if any or interest on the Securities shall be made by or on behalf of any financial covenants Subsidiary Guarantor, and received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a period commencing time when such payment was prohibited by the provisions of this Section 12.02, then, unless and until such payment is no longer prohibited by this Section 12.02, such payment (subject to the provisions of Sections 12.06 and 12.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of and shall be immediately paid over to the holders of Senior Indebtedness or their Representative, ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, and interest on the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness in accordance with its terms, after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant giving effect to any provisions under which a Guarantor Non-concurrent payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default distribution to or for this purpose)the benefit of the holders of Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment by or on behalf of any Guarantor of principal of, premium, if any, or interest (including Additional Interest) on the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01) pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when due, of all or any portion of the obligations under or in respect of any Designated Senior Debt of such Guarantor whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of holders of Designated Senior Debt. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect toto any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, any and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from a holder or holders of such --------------------------------- Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT")has been discharged or repaid in full in cash, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment of any kind or character shall distribution will be made by or on behalf of the such Guarantor on account of or any other Person on its behalf with respect to any Obligations on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01), during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Blockage Period") occurs commencing on the date of receipt of ------------------------- such Guarantor Payment Blockage Notice by the Trustee and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined ending 179 days thereafter. Notwithstanding anything herein or in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice was due given and only (y) there must be 180 days in any 360 day period during which no Guarantor Blockage Period is in effect with respect to such Guarantor. Not more than one such Guarantor Blockage Period may be commenced within with respect to each Guarantor during any period of 360 consecutive days. No Guarantor Non-payment Default which default or event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall initiating such Guarantor Blockage Period may be, or be made, the basis for the commencement of a second any Guarantor Blockage Period by the Representative holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have default or event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of any Guarantor of principal of or interest on the Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Notes, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters nonpayment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt or Senior Debt guaranteed Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by any Guarantor the Trustee of written notice (a the "GUARANTOR PAYMENT DEFAULTBLOCKAGE NOTICE")) from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such nonpayment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of the such Guarantor of principal or any other Person on its behalf with respect to any Obligations interest on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD")) commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter; PROVIDED HOWEVER, neither that so long as any Indebtedness remains outstanding under the Restructured Credit Facility or any replacement, renewal, refinancing or extension thereof, no Guarantor nor Payment Blockage Notice may be initiated to block payment of principal or interest on the Notes pursuant to the terms of this Section 12.02(a) except by the Administrative Agent (or similar authorized party) under the Restructured Credit Facility or any other Person on its behalf shall replacement, renewal, refinancing or extension thereof. Notwithstanding anything herein or in the Notes to the contrary, (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given, (y) there shall be a period of at least 181 consecutive days in each 360 day period when no Guarantor Blockage Period is in effect and only (z) not more than one such Guarantor Blockage Period may be commenced within with respect to any Guarantor during any period of 360 consecutive days. No Guarantor Non-payment Default which nonpayment event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Guarantor Blockage Period (to the extent the holder of Designated Guarantor Senior Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have nonpayment event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, on or regularly accruing fees any other amounts owing with respect to, to any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT")Indebtedness, no payment of any kind or character (except (i) in Qualified Capital Stock issued by the Company to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by the Company and guaranteed by the Guarantors on the same basis as provided in the Guarantees in payment of interest accrued on the Securities or (iii) in securities issued by the Company and guaranteed by the Guarantors which securities and guarantees thereof are subordinated to the Guarantor Senior Indebtedness at least to the same extent as the Guarantees and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities (the issuance of any such guarantee in respect of such subordinated securities to be consented to by the holders of at least a majority of the outstanding amount of Guarantor Senior Indebtedness consisting of each class of Designated Guarantor Senior Indebtedness then outstanding, which subordinated securities shall be issued in exchange for outstanding Securities or to pay interest accrued on outstanding Securi- 105 -97- ties)) shall be made by or on behalf of the any Guarantor or any other Person on its behalf of such Guarantor with respect to any Obligations on the Notes Securities or any of under the obligations of such Guarantor on its Guarantee Guarantees or to acquire any of the Notes Securities for cash or property or otherwise. In addition, if any other event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing (or if such an event of default would occur upon any payment with respect to the Securities or would arise upon the passage of time as a result of such payment) with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), Indebtedness (as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting Indebtedness) and such event of default permits the holders of such Designated Guarantor Senior Debt Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness gives written notice of the Guarantor Non-payment a Default Notice to the Trustee (a "GUARANTOR DEFAULT NOTICE")Company, the Guarantors and the Trustee, then, unless and until all Guarantor Non-payment Defaults events of default have been cured or waived or have ceased to exist or the Company, the Guarantors and the Trustee receives receive notice from the Representative for the respective issue of Designated Guarantor Senior Debt Indebtedness terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD")Period, neither the Guarantor Guarantors nor any other Person on its behalf of the Guarantors shall (x) make any payment of any kind or character (except (i) in Qualified Capital Stock issued by the Company to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by the Company and guaranteed by the Guarantors on the same basis as provided in the Guarantees in payment of interest accrued thereon or (iii) in securities issued by the Company and guaranteed by the Guarantors which securities and guarantees thereof are subordinated to the Guarantor Senior Indebtedness at least to the same extent as the Guarantees and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities (the issuance of any such guarantee in respect of such subordinated securities to be consented to by the holders of at least a majority of the outstanding amount of Guarantor Senior Indebtedness consisting of each class of Designated Guarantor Senior Indebtedness then outstanding, which subordinated securities shall be issued in exchange for outstanding Securities or to pay interest accrued on outstanding Securities) with respect to any Obligations of a Guarantor on the Notes Securities or under its Guarantee the Guarantees or (y) to acquire any of the Notes Securities for cash or property or otherwise. For all purposes of this Section 11.10(a)Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes Securities was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default For all purposes of this Section 10B.02(a), no event of default which existed or was continuing 106 -98- on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt Indebtedness initiating such Blockage Period shall be, or be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Debt Indebtedness, whether or not within a period of 360 consecutive days, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action action, or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, that in either case, would give rise to a Guarantor Non-payment Default an event of default pursuant to any provisions provision under which a Guarantor Non-payment Default an event of default previously existed or was continuing shall constitute a new Guarantor Non-payment Default event of default for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of any Guarantor of principal of or interest on the Securities pursuant to such Guar- antor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Senior Debt guaranteed Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by any the holders of such Designated Guarantor (a "GUARANTOR PAYMENT DEFAULT")Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of the such Guarantor of principal or any other Person on its behalf with respect to any Obligations interest on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than Securities during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Blockage Period") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt commencing on the date of receipt of such Guarantor), as such event of default is defined notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Blockage Period is in effect and only (z) not more than one such Guarantor Blockage Period may be commenced within with respect to any Guarantor during any period of 360 consecutive days. No Guarantor Nonnon-payment Default which event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Guarantor Blockage Period (to the extent the holder of Designated Guarantor Senior Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Nonnon-payment Default shall have event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If Unless Section 11.11 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt or any Senior Debt guaranteed by any a Guarantor (a "GUARANTOR PAYMENT DEFAULT"which Guarantee constitutes Guarantor Senior Debt of such Guarantor), no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight), by set-off or otherwise, shall be made by or on behalf of the Guarantor or any other Person on its behalf with respect to any Obligations on the Notes or any of the obligations Obligations of such Guarantor on its Guarantee Guarantee, or to acquire any of the Notes for cash or property or otherwise, in each case other than payments in Junior Securities. In addition, unless Section 11.11 shall be applicable, if any event of default other than a Guarantor Payment Nonpayment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and Notice is continuing delivered in accordance with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE")Section 10.02, then, unless and until all Guarantor Non-payment Defaults events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 179 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIODGuarantor Blockage Period"), neither the no Guarantor nor or any other Person on its behalf shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight), by set-off or otherwise, with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise, in each case, other than payments in Junior Securities. For all purposes of this Section 11.10(a)Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. 294 -114- No Guarantor Non-payment Default event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration No direct or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no indirect payment of any kind or character shall be made (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the any Guarantor in respect of principal of, premium, if any, or any other Person on its behalf with respect to any Obligations interest on the Notes or any of the obligations of Securities pursuant to such Guarantor on its Guarantor's Guarantee or to acquire any of the Notes for cash or property Securities, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations in respect of any Designated Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the requisite number of holders of such Designated Senior Indebtedness. In addition, if any non-payment event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by Indebtedness of a Guarantor pursuant to which the maturity thereof may be immediately accelerated, then upon and after receipt by the Trustee of written notice (which guarantee constitutes a "Guarantor Senior Debt of such Guarantor), as such event of default is defined in Payment ----------------- Blockage Notice") from the instrument creating holder or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate --------------- Indebtedness or the maturity thereof and if the Representative for the respective issue trustee or agent acting on behalf of such Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), thenIndebtedness, unless and until all Guarantor Non-payment Defaults such events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of such Designated Senior Debt terminating Indebtedness has been discharged or paid in full in cash or the Guarantor Blockage Period (as defined below), during benefits of these provisions have been waived by the 180 days after the delivery requisite number of holders of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD")Designated Senior Indebtedness, neither the Guarantor nor any other Person on its behalf shall (x) make any no direct or indirect payment of any kind or character with (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of such Guarantor of in respect to any Obligations of principal, premium, if any, or interest on the Notes Securities or under its Guarantee or (y) to acquire any of the Notes for cash Securities, upon acceleration, pursuant to any Offer to Purchase or property otherwise during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such Payment ------------------------- Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or otherwise. For all purposes of this Section 11.10(a)in the Securities to the contrary, (x) in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Blockage Period is in effect and only (z) not more than one such Guarantor Blockage Period may be commenced within with respect to any Guarantor during any period of 360 consecutive days. No Guarantor Non-payment Default which event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall Indebtedness of such Guarantor initiating such Guarantor Blockage Period (to the extent the holder of such Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged understood that any a subsequent action act or any event that constitutes a breach of any a covenant or other provision, including breach of a financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise covenant with respect to a Guarantor Non-payment Default pursuant to any provisions under which subsequent period, shall be considered a Guarantor Non-payment Default previously existed separate event of default from a previous act or was continuing shall constitute event that constitutes a new Guarantor Non-payment Default breach of the same covenant or other provision for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no payment of any kind or character shall be made by or on behalf of the such Guarantor or any other Person on its behalf with respect to any Obligations on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwiseotherwise unless and until such default has been cured, waived or has ceased to exist or such Senior Debt shall have been discharged or paid in full in cash, or in any other manner acceptable to the holders of such Senior Debt. In addition, if any other event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the such Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a)Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. In the event that the Representative of holders of both Designated Guarantor Senior Debt and Designated Senior Debt has given a Default Notice to the Company pursuant to the terms of Section 10.12 hereof, such Representative will be deemed to have concurrently given a Guarantor Default Notice hereunder. No Guarantor Non-payment Default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Guarantor Non-payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose).

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by or on behalf of any Guarantor of principal of or interest on the Securities pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment event of credit issued in respect of, or regularly accruing fees default with respect to, to any Designated Guarantor Senior Debt Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Senior Debt guaranteed Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by any the holders of such Designated Guarantor (a "GUARANTOR PAYMENT DEFAULT")Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of any kind or character Permitted Junior Securities) shall be made by or on behalf of the such Guarantor of principal or any other Person on its behalf with respect to any Obligations interest on the Notes or any of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than Securities during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Blockage Period") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt commencing on the date of receipt of such Guarantor), as such event of default is defined notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Blockage Period is in effect and only (z) not more than one such Guarantor Blockage Period may be commenced within with respect to any Guarantor during any period of 360 consecutive days. No Guarantor Nonnon-payment Default which event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Guarantor Blockage Period (to the extent the holder of Designated Guarantor Senior Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated -69- Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Nonnon-payment Default shall have event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment, deposit or distribution of any kind or character, whether in cash, property or securities (including any payment made to Holders of the Notes under the terms of Indebtedness subordinated to the Notes, but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of any Guarantor of principal of, premium, if any, or interest on, or any other obligation in respect of, the Notes pursuant to such Guarantor's Guarantee (other than payments to Holders from funds held in trust for the benefit of Holders), whether pursuant to the terms of the Notes or upon acceleration, by way of repurchase, redemption, defeasance or otherwise (all such payments, deposits or distributions being referred to herein, individually and collectively, as a "Guarantor Note Payment"), shall be made if, at the time of such Guarantor Note Payment, there exists a default occurs and is continuing in the payment when duedue of all or any portion of the obligations under or in respect of any Designated Senior Debt of such Guarantor, whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, acceleration or otherwise (and the Trustee has received written notice thereof), and such default shall not have been cured or waived or the benefits of this sentence waived by declaration or otherwiseon behalf of the holders of such Designated Senior Debt. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect toto any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without the giving of any notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, any and upon receipt by the Trustee of notice (a "Guarantor Payment Blockage Notice") from a holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT")has been discharged or repaid in full, in cash, no payment of any kind or character shall Guarantor Note Payment may be made by or on behalf of the such Guarantor on account of or any other Person on its behalf with respect to any Obligations the Notes, except payments to Holders from funds held in trust for the benefit of Holders, during a period (a "Guarantor Blockage Period") commencing on the Notes or any date of the obligations receipt of such Guarantor on its Guarantee or to acquire any of Payment Blockage Notice by the Notes for cash or property or otherwiseTrustee and ending 179 days thereafter. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Notwithstanding anything herein to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Payment Blockage Period extend beyond 180 179 days from the date of the payment on the Notes Guarantor Payment Blockage Notice in respect thereof was due given and only (y) there must be 180 days in any 365 day period during which no Guarantor Payment Blockage Period is in effect. Not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Notes during any 360 period of 365 consecutive days. No Guarantor Non-payment Default which default or event of default that existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt shall initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second Guarantor any other Payment Blockage Period by the Representative holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 365 consecutive days, unless such Non-payment Default shall have default or event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If Upon the maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise, unless and until all principal thereof, premium, if any, interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on or other amounts owing on the Notes. Upon the happening of any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees with respect to, interest on or other amounts due on any Guarantor Senior Debt or Senior Debt guaranteed by any Guarantor Indebtedness (a "GUARANTOR PAYMENT DEFAULTPayment Default"), then, unless and until such default shall have been cured or waived or shall have ceased to exist, no payment shall be made by or on behalf of any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on or other amounts owing on the Notes (except that, subject to applicable law, Holders may receive Subordinated Securities of Subsidiary Guarantors). Upon the happening of any default or event of default (other than a Payment Default) (including any event which with the giving of notice or the lapse of time or both would become an event of default and including any default or event of default which would result upon any payment pursuant to the Guarantees) with respect to any Senior Indebtedness of a Subsidiary Guarantor, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Subsidiary Guarantors and the Trustee by a holder or holders of any Designated Senior Indebtedness or their representative ("Payment Notice"), no payment of any kind or character shall be made by or on behalf of the Guarantor or any other Person on its behalf Subsidiary Guarantors pursuant to the Guarantees with respect to any Obligations the principal of, premium, if any, interest on or other amounts owing on the Notes or any of during the obligations period (the "Payment Blockage Period") commencing on the date of such Guarantor receipt of such Payment Notice and ending on its Guarantee or to acquire any the earlier of (i) the Notes for cash or property or otherwise. In additiondate, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (any, on which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased ceases to exist or (ii) the Trustee receives notice from date, if any, on which the Representative for the respective issue of Designated Senior Debt terminating Indebtedness to which such default relates is discharged; provided, however, that no default or event of default (other than a Payment Default) shall prevent the Guarantor Blockage Period (as defined below), during making of any payment pursuant to the 180 Guarantees for more than 179 days after the delivery Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Payment Notice shall be given within a period of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default , and (ii) no event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt Payment Notice shall be, or be made, made the basis for commencement the giving of a second Guarantor Blockage Period by the Representative subsequent Payment Notice unless all such events of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such Non-payment Default default shall have been cured or waived for a period of not less than 90 at least 180 consecutive days after such date, and (it being acknowledged that iii) if any subsequent action Subsidiary Guarantor or the Trustee receives any Payment Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default (whether or not such default is on the same issue of Designated Senior Indebtedness) shall not be effective for purposes of this paragraph. The Subsidiary Guarantors shall resume payments of principal of, premium, if any, and interest on the Guarantees (i) in the case of a Payment Default, upon the date such Payment Default is cured or waived by the holders of Senior Indebtedness to which such Payment Default relates and (ii) in the case of a default or event of default (other than a Payment Default) with respect to Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default is cured or (B) the expiration of the Payment Blockage Period with respect thereto if, in the case of this clause (B), this Section 12.12 otherwise does not prohibit such payment. In furtherance of the provisions of Section 12.12(a), in the event that, notwithstanding the foregoing provisions of this Section 12.12(b), any payment (other than a payment in the form of Subordinated Securities of Subsidiary Guarantors) with respect to the principal of, premium, if any or interest on the Notes shall be made by or on behalf of any Subsidiary Guarantor, and received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a time when such payment was prohibited by the provisions of this Section 12.02, then, unless and until such payment is no longer prohibited by this Section 12.12(b), such payment (subject to the provisions of Sections 12.12(f) and 12.12(g)) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of and shall be immediately paid over to the holders of Senior Indebtedness or their representative, ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, and interest on the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of Senior Indebtedness. The provisions of this Section 12.12(b) shall not modify or limit in any way the application of Section 12.12(c). Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any default in the payment of any Senior Indebtedness of such Subsidiary Guarantor or any breach of acceleration under any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default Senior Indebtedness or under any agreement pursuant to any which such Senior Indebtedness may have been issued. Failure to give such notice shall not affect the subordination of the Guarantees to the Senior Indebtedness or the application of the other provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for provided in this purpose)Section 12.12.

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment by or on behalf of any Guarantor of principal of or interest on the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01) pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when due, of all or any portion of the obligations on any Designated Senior Debt of such Guarantor whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect toto any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, any and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from a holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT")has been discharged or repaid in full, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment of any kind or character shall distribution will be made by or on behalf of the such Guarantor on account of or any other Person on its behalf with respect to any Obligations the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01), during a period (a "Guarantor Blockage Period") commencing on the Notes or any date of the obligations receipt of such Guarantor on its Guarantee Payment Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice was due given and only (y) there must be 180 days in any 365 day period during which no Guarantor Payment Blockage Period is in effect with respect to such Guarantor. Not more than one such Guarantor Blockage Period may be commenced within with respect to each Guarantor during any 360 period of 365 consecutive days. No Guarantor Non-payment Default which default or event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall initiating such Guarantor Payment Blockage Period may be, or be made, the basis for the commencement of a second any Guarantor Blockage Period by the Representative holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 365 consecutive days, unless such Non-payment Default shall have default or event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If No payment by or on behalf of any Guarantor of principal of, premium, if any, or interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any kind or character, whether in cash, property or securities, by set-off or otherwise (all such payments and distributions referred to individually and collectively as a "Guarantor Securities Payment"), whether pursuant to the terms of such Guarantor's Guarantee, upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when due, of all or any portion of the obligations on any Designated Senior Debt of such Guarantor whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, acceleration or otherwise (but if the Trustee is otherwise able to make such Guarantor Securities Payment, only insofar as the Trustee is concerned, if the Trustee has received written notice of such default), and such default shall not have been cured or waived or the benefits of this sentence waived by declaration or otherwiseon behalf of the holders of such Designated Senior Debt. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or event of credit issued in respect of, or regularly accruing fees default with respect toto any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, any and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from a holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of 105 -97- such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt guaranteed by any Guarantor (has been discharged or repaid in full, in cash or cash equivalents or otherwise in a "GUARANTOR PAYMENT DEFAULT")form satisfactory to the holders of such Senior Debt, no payment of any kind or character shall Guarantor Securities Payment will be made by or on behalf of such Guarantor, except from those funds held in trust for purposes of defeasance for the Guarantor or any other Person on its behalf with respect to any Obligations on the Notes or any benefit of the obligations Holders of any Securities to such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In additionHolders, if any event of default other than during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Blockage Period") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt commencing on the date of receipt of such Guarantor), as such event of default is defined notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice was due given and only (y) there must be 180 days in any 365 day period during which no Guarantor Payment Blockage Period is in effect. Not more than one such Guarantor Blockage Period may be commenced within with respect to any 360 Guarantor during any period of 365 consecutive days. No Guarantor Non-payment Default which default or event of default that existed or was continuing on the date of the commencement of any other Guarantor Blockage Period with respect to the Designated Senior Debt shall initiating such Guarantor Payment Blockage Period may be, or be made, the basis for the commencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 365 consecutive days, unless such Non-payment Default shall have default or event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment by or on behalf of any Guarantor of principal of or interest on the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01) pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when due, of all or any portion of the obligations on any Designated Senior Debt of such Guarantor whether at maturity, upon any redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise, and such default shall not have been cured or waived. In addition, during the continuance of any principal of, interest on, unpaid drawings for letters non-payment default or non-payment event of credit issued in respect of, or regularly accruing fees default with respect toto any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, any and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from a holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT")has been discharged or repaid in full, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment of any kind or character shall distribution will be made by or on behalf of the such Guarantor on account of or any other Person on its behalf with respect to any Obligations the Securities (other than payments to Holders from funds held in trust for the benefit -84- of Holders pursuant to Section 9.01), during a period (a "Guarantor Blockage Period") commencing on the Notes or any date of the obligations receipt of such Guarantor on its Guarantee Payment Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or to acquire any of the Notes for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes Guarantor Payment Blockage Notice was due given and only (y) there must be 180 days in any 365 day period during which no Guarantor Payment Blockage Period is in effect with respect to such Guarantor. Not more than one such Guarantor Blockage Period may be commenced within with respect to each Guarantor during any 360 period of 365 consecutive days. No Guarantor Non-payment Default which default or event of default that existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall initiating such Guarantor Payment Blockage Period may be, or be made, the basis for the commencement of a second any Guarantor Blockage Period by the Representative holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 365 consecutive days, unless such Non-payment Default shall have default or event of default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If No direct or indirect payment (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of any Guarantor of principal of or interest or Additional Inter- est on the Securities pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of 97 such payment, there exists a default occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guar- antor, whether at maturityand such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guaran- tor Senior Indebtedness. In addition, upon any redemption, by declaration or otherwise, during the continuance of any principal of, interest on, unpaid drawings for letters non-pay- ment default or event of credit issued in respect of, or regularly accruing fees default with respect toto any Designated Guarantor Se- nior Indebtedness pursuant to which the maturity thereof may be accelerated, any and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Se- nior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Debt Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT")Indebtedness has been discharged or paid in full in cash, no direct or indirect payment (including any payment made to Holders of the Secu- rities under the terms of Indebtedness subordinated to the Securities but ex- cluding any kind payment or character distribution of Permitted Junior Securities) shall be made by or on behalf of the such Guarantor of principal of interest or any other Person on its behalf with respect to any Obligations Additional Interest on the Notes or any Securities, except from those funds held in trust for the ben- efit of the obligations Holders of any Securities pursuant to the procedures set forth in Article Nine hereof to such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise. In additionHolders, if any event of default other than during a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Blockage Period") occurs and is continuing with respect to any Designated Senior Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt commencing on the date of receipt of such Guarantor), as such event of default is defined notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Default Securities to the Trustee (a "GUARANTOR DEFAULT NOTICE")contrary, then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on Guarantor Payment Blockage Notice was given and (y) in no event shall a Guarantor Blockage Notice be effective for purposes of this Section 12.02(a) unless and until 360 days shall have elapsed since the Notes was due and only date the immediately prior Guarantor Payment Blockage Notice became effective. Not more than one such Guarantor Blockage Period may be commenced within with respect to any Guarantor dur- ing any period of 360 consecutive days. No Guarantor Non-payment Default which default or event of default that existed or was continuing on the date of the commencement of any other Guarantor Blockage Period with respect to the Designated Guarantor Senior Debt shall Indebtedness initiating such Guarantor Blockage Period (to the extent the holder of Desig- nated Guarantor Senior Indebtedness or trustee or agent giving notice concern- ing such Guarantor Blockage Period had knowledge of such existing or continu- ing default or event of default) may be, or be made, the basis for commencement the com- mencement of a second any other Guarantor Blockage Period by the Representative holder or holders of such Designated Guarantor Senior Debt Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such Non-payment Default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose).98

No Payment on Guarantees in Certain Circumstances. (a) If (i) any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters or other amounts due and owing on, any Significant Guarantor Senior Indebtedness or any Significant Senior Indebtedness guaranteed by a Subsidiary Guarantor (which Guarantee constitutes Guarantor Senior Indebtedness of credit issued in respect ofsuch Subsidiary Guarantor), or regularly accruing fees (ii) any default occurs and is continuing with respect to, to any Significant Guarantor Senior Debt Indebtedness or any Significant Senior Debt guaranteed by Indebtedness resulting in the acceleration of the maturity of all or any portion of such Significant Guarantor (a "GUARANTOR PAYMENT DEFAULT")Senior Indebtedness or any Significant Senior Indebtedness, no payment of any kind or character shall be made by or on behalf of the Subsidiary Guarantor or any other Person person on its behalf with respect to any Obligations on the Notes or any of the obligations Obligations of such Subsidiary Guarantor on its Guarantee Guarantee, or to acquire any of the Notes for cash or property or otherwise, except out of a trust theretofore established pursuant to the provisions of Article Eight (PROVIDED that payment into such trust was not made during any period in which payment on the Notes is blocked pursuant to the subordination provisions of this Indenture) and except by issuance of Junior Securities. In addition, if any other event of default other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing (or if such an event of default would occur upon any payment with respect to any the Notes) with respect to the Designated Senior Debt Indebtedness guaranteed by a Subsidiary Guarantor (which guarantee constitutes Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, Indebtedness permitting the holders of such Designated Senior Debt Indebtedness then outstanding outstanding, or their Representative, to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt Indebtedness gives written notice of the Guarantor Non-payment Default event of default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until the date, if any, on which all Guarantor Non-payment Defaults Designated Senior Indebtedness to which such event of default relates is discharged or the Representative for the Designated Senior Indebtedness gives notice that all events of default have been cured or waived or have ceased to exist or the Trustee receives written notice from the Representative for the respective issue of Designated Senior Debt Indebtedness terminating the Guarantor Blockage Period (as defined below), during the 180 179 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the no Subsidiary Guarantor nor or any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a)Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only due. Only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default For all purposes of this Section 11.10(a), no event of default which existed or was continuing (it being acknowledged that any action of the Company or its Subsidiaries occurring subsequent to delivery of a Default Notice that would give rise to any event of default pursuant to any provision under which an event of default previously existed (or was continuing at the time of delivery of such Default Notice) shall constitute a new event of default for this purpose) on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt Indebtedness shall be, or be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such the Designated Senior Debt Indebtedness whether or not within a period of 360 consecutive days, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.

No Payment on Guarantees in Certain Circumstances. (a) If any default occurs and is continuing in Upon the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, occurrence of any principal of, interest on, unpaid drawings for letters a Non-Payment Event of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Default on Designated Senior Debt or Senior Debt guaranteed by any Guarantor (Indebtedness of a "GUARANTOR PAYMENT DEFAULT")Guarantor, no payment or distribution of any assets or securities of such Guarantor of any kind or character shall (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of such Guarantor being subordinated to the payment of the Securities by such Guarantor, but excluding any payment or distribution of Permitted Junior Guarantor Securities and excluding payments from the Interest Escrow Account) may be made by or on behalf of such Guarantor, including, without limitation, by way of set-off or otherwise, for or on account of the Guarantor Securities, or for or on account of the purchase, redemption, defeasance or other acquisition of Securities, and neither the Trustee nor any Holder or owner of any Securities shall take or receive from such Guarantor, directly or indirectly in any manner, payment in respect of all or any other Person on its behalf with respect to any Obligations on the Notes or any portion of the obligations of such Guarantor on its Guarantee or to acquire any of the Notes Securities, for cash or property or otherwise. In addition, if any event of default other than a Guarantor Payment Default period (a "GUARANTOR NON-PAYMENT DEFAULTGuarantor Payment Blockage Period") occurs and is continuing with respect to any Designated Senior Debt guaranteed commencing on the date of receipt by a Guarantor (which guarantee constitutes Guarantor Senior Debt the Trustee of written notice from the Representative of such Guarantor), as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Guarantor Non-payment Payment Event of Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor (subject to any blockage of payments that may then be in effect under Section 12.02(b)) the earliest of (x) the date on which more than 179 days shall have elapsed since receipt of such written notice by the Trustee, (y) such Non-payment Defaults Payment Event of Default shall have been cured or waived in writing or shall have ceased to exist or such Designated Senior Indebtedness shall have been paid in full or (z) such Guarantor Payment Blockage Period shall have been terminated by written notice to the Company or the Trustee receives notice from the Representative for Representative, after which, in the respective issue case of Designated Senior Debt terminating the Guarantor Blockage Period clause (as defined belowx), during the 180 days after the delivery of (y) or (z), such Guarantor Default Notice (shall resume making any and all required payments in respect of the "GUARANTOR BLOCKAGE PERIOD")Securities, neither the Guarantor nor including any missed payments. Notwithstanding any other Person on its behalf shall provision of this Indenture, (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will shall a Guarantor Payment Blockage Period commenced in accordance with the provisions of this Indenture described in this paragraph extend beyond 180 179 days from the date of the payment on receipt by the Notes was due Trustee of the notice referred to above, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Payment Blockage Period is in effect and only (z) not more than one such Guarantor Payment Blockage Period may be commenced within with respect to the Securities during any period of 360 consecutive days. No Notwithstanding any other provision of this Indenture, no event of default with respect to Designated Senior Indebtedness of a Guarantor Non-payment Default which existed or was continuing on the date of the commencement of any Guarantor Payment Blockage Period with respect to initiated by the Designated Senior Debt Representative shall be, or be made, the basis for the commencement of a second any other Guarantor Payment Blockage Period initiated by the Representative of such Designated Senior Debt Representative, whether or not within a period of 360 consecutive days, unless such Non-payment Default event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose)days.