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

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any No direct or indirect payment by or on behalf of the Company of principal of, premium, if any, and interest on the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to a Change of Control or otherwise, shall be made to the Holders of Notes (except that Holders of Notes may receive payments made in Junior Securities) if (i) a default in the payment of the principal of or premium, if any, or interest on Designated Senior Indebtedness occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration beyond any applicable period of grace or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or (ii) any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to Designated Senior Indebtedness that permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Holders receive a written notice (with a copy to the Company) of such other default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior DebtIndebtedness. Payments on the Notes may and shall be resumed (A) in the case of a payment default, as upon the date on which such event of default is defined cured or waived and (B) in case of a nonpayment default, on 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 notice earlier of the event of date on which such nonpayment default to the Trustee (a "Default Notice"), then, unless and until all events of default have been is cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of date on which the applicable Payment Blockage Notice is received by the Holders (such Default Notice (period being referred to herein as the "Payment Blockage Period"), neither unless the Company nor any other Person on its behalf shall (x) make any payment maturity of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement Indebtedness has been accelerated (and written notice of a second Blockage Period such acceleration has been received by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purposeHolders).

No Payment on Notes in Certain Circumstances. (a) If The Company may not, and no other Person on behalf of the Company may pay principal of, premium (if any) or interest on the Notes or make any default occurs other payments with respect to the Notes or make any deposit pursuant to the provisions described under Article Eight above and is continuing in may not repurchase, redeem or otherwise retire any Notes (collectively, "pay the payment Notes") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of the Company has not been paid when due, due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwiseotherwise or (ii) any other default on Designated Senior Indebtedness of the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, of in either case, the default has been cured or waived in writing and any principal ofsuch acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, interest on, unpaid drawings for letters of credit issued after which the Company shall resume making any and all required payments in respect ofof the Notes, or regularly accruing fees with respect to, including any Senior Debt, no payment of any kind or character shall be made by, or on behalf ofmissed payments. However, the Company or any other Person on its or their behalf may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness of the Company with respect to which either of the events set forth in clause (i) or (ii) of the immediately preceding sentence has occurred and is continuing, after which the Company shall resume making any Obligations on and all required payments in respect of the Notes, including any missed payments. During the continuance of any default (other than a default described in clause (i) or to acquire any (ii) of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing second preceding sentence) with respect to any Designated Senior DebtIndebtedness of the Company pursuant to which the maturity thereof may be accelerated either immediately without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of any applicable grace periods, as the Company may not pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such event default from the Representative 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 notice Indebtedness of the event of default Company specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (A) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice (a "Default Notice"solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), then(B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of the Company has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph), unless and until all events the holders of default have been cured or waived or have ceased to exist such Designated Senior Indebtedness of the Company or the Trustee receives notice thereof from Representative of such holders has accelerated the Representative for the respective issue maturity of such Designated Senior Debt terminating Indebtedness of the Company, the Company may resume payments on the Notes after the end of such Payment Blockage Period, including any missed payments. The Notes shall not be subject to more than one Payment Blockage Period (as defined below)in any consecutive 360-day period, during irrespective of the 180 days after the delivery number of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character defaults with respect to any Obligations on the Notes or (y) acquire any Designated Senior Indebtedness of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one Company during such Blockage Period may be commenced within any 360 consecutive daysperiod. No event of default which existed exists or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt Indebtedness of the Company shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt Indebtedness of the Company whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived in writing for a period of not less than 90 consecutive days days. (it It being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose.).

No Payment on Notes in Certain Circumstances. (a) If any a default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior DebtCredit Agreement Obligations, no payment payment, repurchase or redemption of any kind or character shall be made by, or on behalf of, the Company Issuer or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise, unless, in any such case, such default has been cured or waived to the satisfaction of, and any such acceleration has been rescinded by, the applicable Secured Creditors, or such Credit Agreement Obligations have been paid in full in cash, provided, that the Issuer may pay the Notes without regard to the foregoing if the Issuer and the Trustee receive written notice approving such payment from the Representative or from the other Senior Creditors, provided further, that Holders may receive and retain (1) Permitted Junior Securities, (2) payments or deposits made pursuant to Article 9, and (3) other amounts previously set aside by the Trustee, so long as, on the date or dates the respective amounts were paid into the trust or set aside by the Trustee, such payments were made with respect to the Notes or such amounts were set aside without violating the subordination provisions described herein. In addition, if any other event of default (other than a default described in the previous sentence) occurs and is continuing with respect to any Designated Senior Debtthe Credit Agreement, as such event of default is defined in the instrument creating or evidencing such Designated Senior DebtCredit Agreement, permitting the holders of such Designated Senior Debt then outstanding Creditors to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee specifying the election to institute a Blockage Period (a "“Default Notice"”), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "“Blockage Period"”), neither the Company Issuer 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 (except in the form of Permitted Junior Securities) or (y) acquire any of the Notes for cash or property or otherwiseotherwise (other than Permitted Junior Securities). The Blockage Period shall end earlier if such Blockage Period is terminated (i) by written notice to the Trustee and the Issuer from the Person or Persons who gave such Default Notice, or (ii) because the Credit Agreement Obligations have been paid in full in cash. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 365 days from the date of the payment on occurrence of the Notes was due event of the default and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt Credit Agreement shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt under the Credit Agreement whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the such event of default to the Trustee (a "Default Notice"), then, unless and until all such events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes (other than payment of amounts already deposited in accordance with the defeasance and satisfaction and discharge provisions of this Indenture) or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any No direct or indirect payment by or on behalf of the Company of principal of, premium, if any, and interest on the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to a Change of Control or otherwise, shall be made to the Holders of Notes (except that Holders of Notes may receive payments made in Junior Securities) if (i) a default in the payment of the principal of or premium, if any, or interest on Designated Senior Indebtedness occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration beyond any applicable period of grace or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or (ii) any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to Designated Senior Indebtedness that permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Holders receive a written notice (with a copy to the Company) of such other default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior DebtIndebtedness. Payments on the Notes may and shall be resumed (A) in the case of a payment default, as upon the date on which such event of default is defined cured or waived and (B) in case of a nonpayment default, on 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 notice earlier of the event of date on which such nonpayment default to the Trustee (a "Default Notice"), then, unless and until all events of default have been is cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of date on which the applicable Payment Blockage Notice is received by the Holders (such Default Notice (period being referred to herein as the "Payment Blockage Period"), neither unless 38 143 the Company nor any other Person on its behalf shall (x) make any payment maturity of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement Indebtedness has been accelerated (and written notice of a second Blockage Period such acceleration has been received by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purposeHolders).

No Payment on Notes 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 Senior Debt, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by, or on behalf of, by the Company or any other Person on of its or their behalf Subsidiaries with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwiseproperty. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof thereof, and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on of its behalf Subsidiaries shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwiseproperty. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the payment on commencement of the Notes was due Blockage Period, and only one such Blockage Period may be commenced within any 360 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at stated maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, by or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder when such payment is prohibited by Section 11.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective amount of Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Eleven shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided, that all Senior Debt thereafter due or then or thereafter declared to be due shall first be paid in full in cash or Cash Equivalents before the Holders are entitled to receive any payment of any kind or character with respect to Obligations on the Notes. Section 11.03.

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at stated maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, of or regularly accruing fees with respect to, to any Senior Debt, no payment of any kind or character shall be made by, by or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Payment Blockage Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Payment Blockage Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Notice to the Trustee of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 delivery of such any Payment Blockage Period Notice that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon 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 Designated Senior DebtDebt of Holdings, no payment of any kind or character shall be made by, or on behalf of, the Company Holdings or any other Person on its or their behalf with respect to any Obligations on the NotesGuarantee Obligations, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior DebtDebt of Holdings, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior DebtDebt of Holdings, permitting the holders of such Designated Guarantor Senior Debt of Holdings then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt of Holdings gives notice of the event of default to the Trustee (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Guarantor Senior Debt of Holdings 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 Company Holdings nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Guarantee Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a 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 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 of Holdings 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 of Holdings whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, 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 an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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 Senior DebtDebt (a "Payment Default"), no payment of any kind or character shall be made by, by or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default other than a Payment Default (a "Non-payment Default") occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default Non-payment Default to the Trustee (a "Default Notice"), then, unless and until all events of default Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contraryFor all purposes of this Section 10.02(a), in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default Non-payment Default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default 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, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period thatPeriod, that in either case, would give rise to an event of default a Non-payment Default pursuant to any provisions under which an event of default a Non-payment Default previously existed or was continuing shall constitute a new event of default Non-payment Default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at stated maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, of or regularly accruing fees with respect to, to any Guarantor Senior DebtIndebtedness of any Subsidiary Guarantor, no payment of any kind or character shall be made by, by or on behalf of, the Company of such Subsidiary Guarantor or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior DebtIndebtedness, 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 to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt Indebtedness gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt Indebtedness terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company such Subsidiary 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 (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt Indebtedness shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt Indebtedness whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. 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 the Company with respect to the principal of, premium, if any, interest on or other amounts owing on the Notes (a) If except that, subject to applicable law, Holders may receive Subordinated Securities of the Company). Upon the happening of any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, of or interest on, unpaid drawings for letters of credit issued in respect of, on or regularly accruing fees with respect to, other amounts due on any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee Indebtedness (a "Default NoticePayment Default"), then, unless and until all events of such default shall have been cured or waived or shall have ceased to exist exist, no payment shall be made by or on behalf of the Company with respect to the principal of, premium, if any, interest on or other amounts owing on the Notes. 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 Trustee receives notice thereof from the Representative for the respective issue lapse of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery time or both would become an event of such Default Notice (the "Blockage Period"), neither the Company nor default and including any other Person on its behalf shall (x) make default or event of default which would result upon any payment of any kind or character with respect to the Notes) with respect to any Obligations Designated Senior Indebtedness, 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 Company and the Trustee by a holder or holders of any such Designated Senior Indebtedness or their Representative ("Payment Notice"), no payment shall be made by or on behalf of the Company with respect to the principal of, premium, if any, interest on or other amounts owing on the Notes during the period (the "Payment Blockage Period") commencing on the date of such receipt of such Payment Notice and ending on the earlier of (i) the date, if any, on which such default is cured or waived or ceases to exist or (yii) acquire the date, if any, on which the Designated Senior 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 making of any of payment for more than 179 days after the Notes for cash or property or otherwisePayment Notice shall have been given. Notwithstanding anything herein to the contraryforegoing, in no event will (i) not more than one Payment Notice shall be given within a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any period of 360 consecutive days. No , (ii) no event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt Payment Notice shall be, or be made, made the basis for the commencement giving of a second Blockage Period by the Representative of subsequent Payment Notice unless all such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event events of 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 the Company or the Trustee receives any subsequent actionPayment Notice, a similar notice relating to or any breach arising out of any financial covenants 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 Company shall resume payments of principal of, premium, if any, and interest on the Notes (i) in the case of a period commencing after Payment Default, upon the date such Payment Default is cured or waived by the holders of commencement Senior Indebtedness to which such Payment Default relates and (ii) in the case of such Blockage Period that, in either case, would give rise to an a default or event of default pursuant (other than a Payment Default) with respect to any provisions under which an Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default previously existed is cured or (B) the expiration of the Payment Blockage Period with respect thereto if, in the case of this clause (B), this Article Ten otherwise does not prohibit such payment. In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.02, any payment (other than a payment in the form of Subordinated Securities) with respect to the principal of, premium, if any, or interest on the Notes shall be made by or on behalf of the Company, and received by the Trustee, by any Holder or by any such 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 continuing prohibited by the provisions of this Section 10.02, then, unless and until such payment is no longer prohibited by this Section 10.02, such payment (subject to the provisions of Sections 10.06 and 10.07) shall constitute a new event be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of default 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 this purpose)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.

No Payment on Notes in Certain Circumstances. (a) If any No direct or indirect payment by or on behalf of the Company of principal of, premium, if any, or interest on, the Notes whether pursuant to the terms of the Notes or upon acceleration or otherwise shall be made if, at the time of such payment, there exists a default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration of all or otherwise, any portion of any principal of, premium, if any, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior DebtIndebtedness with a principal amount in excess of $5.0 million (and the Trustee has received written notice thereof), no payment and such default shall not have been cured or waived or the benefits of any kind or character shall be made by, this sentence waived by or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwiseholders of Senior Indebtedness. In addition, if during the continuance of any other event of default occurs and is continuing with respect to any Designated Senior DebtIndebtedness pursuant to which the maturity thereof may be accelerated, as upon the occurrence of (x) receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Indebtedness or their Representatives, or (y) if such event of default is defined results from the acceleration of the Notes, no such payment may be made by the Company upon or in respect of the instrument creating Notes for a period ("Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or evidencing the date of such Designated Senior Debt, permitting acceleration and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of a majority of the outstanding principal amount 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 notice of the event of default to the Trustee (a "Default Notice"Indebtedness or their Representatives who delivered such notice), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 180 179 days from the date the payment on the Notes which such Payment Blockage Period was due and only commenced. Not more than one such Payment Blockage Period may be commenced within with respect to the Notes during any period of 360 consecutive days. No For all purposes of this paragraph, no event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the Representative holders of such Designated Senior Debt Indebtedness or their Representatives whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon 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 DebtDebt of Holdings, no payment of any kind or character shall be made by, or on behalf of, the Company Holdings, or any other Person on its or their behalf with respect to any Obligations on the NotesGuarantee Obligations, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Guarantor Senior DebtDebt of Holdings, as such event of default is defined in the instrument creating or evidencing such Designated Guarantor Senior DebtDebt of Holdings, permitting the holders of such Designated Guarantor Senior Debt of Holdings then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Debt of Holdings gives notice of the event of default to the Trustee and each Paying Agent (a "Guarantor Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee and each Paying Agent receives notice thereof from the Representative for the respective issue of Designated Guarantor Senior Debt of Holdings 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 Company Holdings nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Guarantee Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a 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 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 of Holdings 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 of Holdings whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, 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 an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If No direct or indirect payment or distribution (excluding any default occurs payment or distribution of Permitted Junior Securities and is continuing excluding any payment from funds held in trust for the payment when due, whether at maturity, upon redemption, benefit of the Holders pursuant to Article IX (a "Defeasance Trust Payment")) by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Notes, Notes or to acquire any Notes for cash, assets or otherwise, whether pursuant to the terms of the Notes for cash or property Notes, upon acceleration or otherwise. In addition, if will be made if, at the time of such payment or distribution, (i) there exists a default in payment of all or any other event portion of the Obligations due in respect of Senior Debt or (ii) there exists a default occurs and is continuing with respect to any Designated Senior DebtDebt pursuant to which the maturity thereof may be immediately accelerated, as and upon receipt by the Trustee of written notice of such event default (a "Payment Blockage Notice") from the Representative of default is defined in the instrument creating or evidencing such Designated Senior Debt. In addition, permitting no direct or indirect payment or distribution (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) will be made by or on behalf of the Company with respect to any Obligation on or relating to the Notes to such Holders or to acquire any Notes for cash, assets or otherwise, (a) during the continuance of any payment default referred to in clause (i) above, unless and until such default has been cured or waived or has ceased to exist or the benefits of these provisions have been waived by the holders of such Senior Debt, or (b) during the continuance of any nonpayment default referred to in clause (ii) above (a "Payment Blockage Period"), unless and until the earlier of (1) the date on which any nonpayment defaults referred to in clause (ii) above shall have been cured or waived or the benefits of these provisions have been waived by the holders of such Designated Senior Debt then outstanding to accelerate Debt, (2) 179 days after the maturity thereof and if date on which the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee applicable Payment Blockage Notice is received or (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or 3) the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating rescinding the Payment Blockage Period Notice, provided that in the case of clause (as defined below), during 3) above the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment maturity of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwiseDesignated Senior Debt has not been accelerated. Notwithstanding anything herein in the subordination provisions of this Indenture or the Notes to the contrary, (1) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the payment on the Notes Payment Blockage Notice in respect thereof was due given and only one such (2) no subsequent Payment Blockage Period may be commenced within any with respect to the Notes of a particular maturity unless and until 360 consecutive daysdays have elapsed since the delivery of the immediately prior Payment Blockage Notice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period Notice with respect to the any Designated Senior Debt shall initiating such Payment Blockage Period may be, or be made, the basis for the commencement of a second 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 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any days. Any subsequent action, action or any breach of any financial covenants for a period commencing ending after the date of commencement delivery of such the initial Payment Blockage Period that, Notice that in either case, case would give rise to an event of a default pursuant to any provisions under which an event a default in respect of default Designated Senior Indebtedness previously existed or was continuing shall constitute a new event of default for the purposes of this purpose)paragraph.

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior DebtIndebtedness, no payment of any kind or character shall be made by, by or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise; provided, that Holders of the Notes may receive payments made from amounts (out of funds not deposited with the Trustee or Paying Agent in violation of this Article Nine) held by the Paying Agent as contemplated by the last paragraph of Section 2.08 (so long as, on the respective Redemption Date, Purchase 84 91 Offer Payment Date or Final Maturity Date, the payments to be made with respect to the Notes would not violate the provisions of this Article Nine or Article Twelve) or payments from a trust described under Article Eight (so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes without violating the provisions of this Article Nine or Article Twelve) (with the payments described in this proviso being herein called "Permitted Payments"). In addition, if any other event of default occurs and is continuing with respect to any Designated Senior DebtIndebtedness, as such event of default is defined in the instrument creating or evidencing such Designated Senior DebtIndebtedness, permitting the holders (without any notice or lapse of time, except any required notice of acceleration) of such Designated Senior Debt Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt Indebtedness gives written notice of the event of default to the Trustee (a "Default Payment Blockage Notice"), then, unless and until all events of default specified in the Payment Blockage Notice have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt Indebtedness terminating the Payment Blockage Period (as defined below)Period, during the 180 179 days after the delivery of such Default Payment Blockage Notice (the "Payment Blockage Period"), neither the Company nor any other Person on its either of their behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwiseotherwise (except that holders of the Notes may receive Permitted Payments). Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due Payment Blockage Notice is delivered and only one such Payment Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt Indebtedness shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the Representative of such Designated Senior Debt Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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, of or regularly accruing fees with respect to, to any Senior Debt, no payment of any kind or character shall be made by, by or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee Company and the Holder Representative which notice shall specify that it is intended to serve as a blockage notice under this Section 7.2(a) (a "Default Blockage Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives Company and the Holder Representative receive notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Blockage Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced with respect to any and all Senior Debt within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If Unless Section 10.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, premium (if any) on, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment or distribution of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, unless Section 10.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default NoticeDEFAULT NOTICE"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage PeriodBLOCKAGE PERIOD"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind 71 or character with respect to any Obligations on on, or with respect to the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, (I) in no event will a Blockage Period extend beyond 180 days from the date the payment on applicable Default Notice is received by the Notes was due Trustee and (II) only one such Blockage Period may be commenced within any 360 consecutive days. No non-payment event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second subsequent Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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 the Issuer of principal of, premium, if any, or interest on, or any other obligation in respect of, the Notes (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 "Note Payment"), shall be made if, at the time of such 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, whether at maturity, upon 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 otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwiseholders of such Designated Senior Debt. In addition, if during the continuance of any other non-payment default or non-payment event of default occurs and is continuing with respect to any Designated Senior DebtDebt 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, as such event and upon receipt by the Trustee of default is defined in the instrument creating notice (a "Payment Blockage Notice") from a holder or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate or the maturity thereof and if the Representative for the respective issue trustee or agent acting on behalf of such Designated Senior Debt gives notice of the event of default to the Trustee (a "Default Notice")Debt, then, unless and until all events such default or event of default have has been cured or waived or have has ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating has been discharged or repaid in full, in cash, no Note Payment may be made by or on behalf of the Blockage Period (as defined below)Issuer on account of or with respect to the Notes, except payments to Holders from funds held in trust for the benefit of Holders, during the 180 days after the delivery of such Default Notice a period (the a "Payment Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations commencing on the Notes or (y) acquire any date of receipt of such Payment Blockage Notice by the Notes for cash or property or otherwiseTrustee and ending 179 days thereafter. Notwithstanding anything herein to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date of the payment on the Notes 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 Payment Blockage Period is in effect. Not more than one such Payment Blockage Period may be commenced within with respect to the Notes during any 360 period of 365 consecutive days. No default or event of default which that existed or was continuing on the date of the commencement of any 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 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 default or event of default shall have 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior DebtDebt beyond any applicable grace period, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity without further notice (except such notice as may be required to effect such acceleration) and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Representative of that series of Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations obligations on the Notes Notes, or (y) to acquire any of the Notes for cash or property or otherwise. Payment on the Notes may and will be resumed (i) in the case of a payment default, upon the date on which such default is cured or waived and (ii) in the case of a nonpayment default, upon the earliest of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received and (z) the date the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only shall not be subject to more than one Payment Blockage Notice in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Debt during such Blockage Period may be commenced within any 360 consecutive daysperiod. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt shall Trustee will be, or be made, the basis for the commencement of a second subsequent Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, Notice unless such event of default shall have 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) If No payment shall be made on account of principal of, premium, liquidated damages or interest on the Notes (other than principal, interest, premium or liquidated damages paid with Junior Securities) (i) upon the maturity of any default occurs and is continuing in the payment when dueSenior Indebtedness by lapse of time, whether at maturity, upon redemption, by declaration acceleration or otherwise, unless and until all Senior Indebtedness shall first be paid in full, in cash or cash equivalents, or duly provided for, or (ii) upon the happening of any default in payment of any principal of, interest on, unpaid drawings for letters of credit issued on or reimbursement obligations in respect of, or regularly accruing fees with respect to, of any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, Indebtedness when the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs same becomes due and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee (a "Default Notice"), thenpayable, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived or shall have ceased to exist. (b) No direct or indirect payment or distribution by or on behalf of the Company in respect of the Notes (other than principal, interest, premium or liquidated damages paid with Junior Securities) shall be made if, at the time of such payment or distribution there exists or would exist, without regard to any grace period or lapse of time, (i) a default in the payment of any obligations owing with respect to any Senior Indebtedness or (ii) any default under Sections 7.1(g) or 7.1(i) of this Agreement (collectively a "Payment or Bankruptcy Default"). In addition, during the continuance of any other event of default with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated, (x) upon receipt by the Company and holders of the Notes of written notice of such event of default and commencement of a "Payment Blockage Period' (as defined below) from the Senior Lender, or (y) if such event of default results from the failure to make any payment due with respect to the Notes, upon the date of such failure, no such payment or distribution may be made by or on behalf of the Company upon or in respect of the Notes for a period ("Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or the date of such failure and ending 180 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the holders of the Notes from the Senior Lender). For all purposes of this Section 4.2(b), a Payment Blockage Period may not less be commenced by a holder of Senior Indebtedness until the first Business Day immediately following the next scheduled interest payment date on the Notes occurring after the expiration or termination of any previous Payment Blockage Period. During any Payment Blockage Period or any period commencing on the date of a Payment or Bankruptcy Default ("Monetary Default or Bankruptcy Period") (unless such Monetary Default or Bankruptcy Period or Payment Blockage Period shall be terminated by written notice to the holders of the Notes from the Senior Lender), the holders of the Notes shall not, directly or indirectly, sue xxx, in whole or in part, any payment or distribution in respect of the Note, foreclose on any assets of Company, or file or otherwise commence any bankruptcy or insolvency proceeding against Company unless the maturity of the Senior Indebtedness has been accelerated, and unless the holders of the Notes have notified the holders of the Senior Indebtedness of their intent to take any such action. Until 4 5 all Senior Indebtedness is paid in full, the holders of the Notes shall not accept or receive, directly or indirectly, any prepayment of the principal indebtedness of the Notes, whether by acceleration or otherwise, without the prior written consent of the Senior Lender; provided, however, no consent shall be required in order to prepay the Notes as contemplated by Section 3 hereof upon the occurrence of a Liquidity Event. Except as otherwise prohibited by this Section 4.2, however, the holders of Notes shall be entitled to receive regularly scheduled payments of interest on, and regularly scheduled payments of principal of, the Notes. Notwithstanding the foregoing, in the event the Notes mature (on the Maturity Date and not by reason of acceleration) during any Monetary Default or Bankruptcy Period, in no event shall such Monetary Default or Bankruptcy Period continue for more than 90 consecutive 180 days after the Maturity Date of the Notes. Nothing in this Section 4.2(b) shall impair or prohibit the holder's right to convert any Notes to Common Stock as provided in Section 1.4 of this Agreement. (it being acknowledged c) If, notwithstanding the foregoing provisions of this Section 4.2, any payment on account of principal of or interest, premium or liquidated damages on the Notes (other than principal, interest, premium or liquidated damages paid with Junior Securities) shall be made by or on behalf of the Company and received by any holder of Notes, at a time when such payment was prohibited by the provisions of this Section 4.2, then, unless and until such payment is no longer prohibited by this Section 4.2, such payment shall be received and held by such holder for the benefit of and shall be immediately paid over to the Senior Lender for application to payment of all Senior Lender's Indebtedness in full, and if any amounts remain, then to the holders of Senior Indebtedness or their representatives, pro rata according to the respective amounts of the Senior Indebtedness held or represented by each, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or cash equivalents in accordance with its terms, after giving effect to any other payment or distribution or provision therefor to or for the holders of Senior Indebtedness, but only to the extent that, upon notice from the Company to the holders of Senior Indebtedness that such prohibited payment has been made, the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Company and the holders of Notes of the amounts then due and owing on the Senior Indebtedness, if any, and only the amounts specified in such notice shall be paid to the holders of Senior Indebtedness. (d) The Company shall give written notice to each holder of Notes of any subsequent actiondefault or event of default under, or any breach acceleration of, any Senior Indebtedness promptly upon becoming aware thereof. SECTION 4.3 Notes Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of the Company. Upon any distribution of assets of the Company and upon any dissolution, winding up, liquidation or reorganization of the Company (including, without limitation, in bankruptcy, insolvency or receivership proceedings or upon any assignment for the benefit of creditors): (a) the holders of all Senior Indebtedness shall first be entitled to receive payments of all Senior Indebtedness in full, in cash or cash equivalents (or to have such payment duly provided for), before the holders of the Notes are entitled to receive any payment on account of the principal of or interest, premium or liquidated damages on the Notes (other than principal, interest, premium or liquidated damages paid with Junior Securities); (b) any payment or distribution of assets of the Company of any financial covenants kind or character, whether in cash, property or securities, to which the holders of the Notes would be entitled except for the provisions of this Section 4, shall be paid by the liquidating trustee or agent or other person making such a period commencing payment or distribution, directly to the holders of Senior Indebtedness or their representatives, pro rata according to the respective amounts of Senior Indebtedness held or represented by each, to the extent necessary to make payment in full, in cash or cash equivalents, of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution or provision therefor to the date of commencement holders of such Blockage Period Senior Indebtedness; and (c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in either casecash, would give rise property or securities, shall be received by the holders of the Notes on account of principal of or interest, premium or liquidated damages on the Notes (other than principal, interest, premium or liquidated damages paid with Junior Securities) before all 5 6 Senior Indebtedness is paid in full, in cash or cash equivalents, or provision made for its payment, such payment or distribution shall be received and held for and shall be paid over to an event the holders of default pursuant the Senior Indebtedness remaining unpaid or unprovided for or their representatives (pro rata according to the respective amounts of Senior Indebtedness held or represented by each), for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full, in cash or cash equivalents, after giving effect to any provisions under which an event other payment or distribution or provision therefor to the holders of default previously existed such Senior Indebtedness, but only to the extent that, upon notice from the Company to the holders of Senior Indebtedness that such prohibited payment has been made, the holders of the Senior Indebtedness (or was continuing their representative or representatives or a trustee) notify the Company of the amounts then due and owing on the Senior Indebtedness, if any, and only the amounts specified in such notice shall constitute be paid to the holders of Senior Indebtedness. The Company shall give prompt written notice to each holder of Notes of any dissolution, winding up, liquidation, or reorganization of the Company or assignment for the benefit of creditors by the Company. Issuance of Conversion Shares upon a new event Conversion Event shall not be considered a "distribution" of default securities or a "payment" for purpose of this purpose).Section 4.3. SECTION 4.4

No Payment on Notes 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 Senior Debt, no payment of any kind or character shall be made by, by or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes 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 occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes (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). Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) If Unless Section 10.04 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing 278 -98- fees with respect to, any Senior Debt, and such default shall not have ceased to exist or have been cured or waived by or on behalf of the holders of such Senior Debt in accordance with the Credit Agreement, 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 Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise, in each case, other than payments in Junior Securities. In addition, unless Section 10.04 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee (a "Nonpayment Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist in accordance with the Credit Agreement or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character (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 (y) acquire any of the Notes for cash or property or otherwise, in each case, other than payments in Junior Securities. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated the Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).days. 279 -99-

No Payment on Notes in Certain Circumstances. 4.2.1. No payment shall be made on account of principal or interest, if any, on the Notes (aother than principal or interest paid with Junior Securities) If (i) upon the maturity of any default occurs and is continuing in the payment when dueSenior Indebtedness by lapse of time, whether at maturity, upon redemption, by declaration acceleration or otherwise, unless and until all Senior Indebtedness shall first be paid in full, in cash or cash equivalents, or duly provided for, or (ii) upon the happening of any default in payment of any principal of, interest on, unpaid drawings for letters of credit issued on or reimbursement obligations in respect of, or regularly accruing fees with respect to, of any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, Indebtedness when the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs same becomes due and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee (a "Default Notice"), thenpayable, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived or shall have ceased to exist. 4.2.2. No direct or indirect payment or distribution by or on behalf of the Company in respect of the Notes (other than principal or interest, if any, paid with Junior Securities) shall be made if, at the time of such payment or distribution there exists or would exist, without regard to any grace period or lapse of time, (i) a default in the payment of any obligations owing with respect to any Senior Indebtedness or (ii) any default under Sections 7.1.6 or 7.1.8 of this Agreement (collectively a "Payment or Bankruptcy Default"). In addition, during the continuance of any other event of default with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated, (x) upon receipt by the Company and you of written notice of such event of default and commencement of a "Payment Blockage Period" (as defined below) from the Senior Lender, or (y) if such event of default results from the failure to make any payment due with respect to the Notes, upon the date of such failure, no such payment or distribution may be made by or on behalf of the Company upon or in respect of the Notes for a period ("Payment Blockage Period") commencing on the earlier 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 receipt of such notice or the date of such failure and ending 180 days thereafter (unless such Payment Blockage Period thatshall be terminated by written notice to you from the Senior Lender). For all purposes of this Section 4.2.2, a Payment Blockage Period may not be commenced by a holder of Senior Indebtedness until the first Business Day immediately following the Maturity Date, if occurring after the expiration or termination of any previous Payment Blockage Period. During any Payment Blockage Period or any period commencing on the date of a Payment or Bankruptcy Default ("Monetary Default or Bankruptcy Period") (unless such Monetary Default or Bankruptcy Period or Payment Blockage Period shall be terminated by written notice to you from the Senior Lender), you shall not, directly or indirectly, xxx for, in either casewhole or in part, would give rise any payment or distribution in respect of the Note, foreclose on any assets of Company, or file or otherwise commence any bankruptcy or insolvency proceeding against Company unless the maturity of the Senior Indebtedness has been accelerated, and unless you have notified the holders of the Senior Indebtedness of your intent to an take any such action. Until all Senior Indebtedness is paid in full, you shall not accept or receive, directly or indirectly, any prepayment of the principal indebtedness of the Notes, whether by acceleration or otherwise, without the prior written consent of the Senior Lender; provided, however, no consent shall be required in order to prepay the Notes as contemplated by Section 2 hereof upon the occurrence of a Liquidity Event. Except as otherwise prohibited by this Section 4.2, however, you shall be entitled to receive the principal of the Notes on the Maturity Date. Notwithstanding the foregoing, in the event the Notes mature (on the Maturity Date and not by reason of default pursuant acceleration) during any Monetary Default or Bankruptcy Period, in no event shall such Monetary Default or Bankruptcy Period continue for more than 180 days after the Maturity Date of the Notes. Nothing in this Section 4.2.2 shall impair or prohibit your right to convert any provisions under which an event Notes to Common Stock as provided in Section 1.3 of default previously existed or was continuing shall constitute a new event of default for this purpose)Agreement.

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the such event of default to the Trustee (a "“Default Notice"”), then, unless and until all such events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "“Blockage Period"”), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes (other than payment of amounts already deposited in accordance with the defeasance and satisfaction and discharge provisions of this Indenture) or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any (i) a default in the payment of the principal of, premium, if any, or interest (including Additional Interest, if any), on Designated Senior Debt occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration beyond any applicable period of grace or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or (ii) any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to Designated Senior Debt that permits holders of the Designated Senior Debt to which such default relates to accelerate its maturity and, the Trustee receives a written notice of such default (a "Payment Blockage Notice"), in the case of clause (i) from the Company and in the case of clause (ii) from the holders of any Designated Senior DebtDebt then, as the Company may not make any payment upon or in respect of the Securities (except in Permitted Junior Securities or from the trust described in Article 10). Payments on the Securities may and shall be resumed (x) in the case of a payment default, upon the date on which such event of default is defined cured or waived and (y) in case of a nonpayment default, the instrument creating earlier of (a) the date on which such nonpayment default is cured or evidencing such Designated Senior Debtwaived, permitting (b) 179 days after the holders of date on which the applicable Payment Blockage Notice is received by the Trustee, (c) the date such Designated Senior Debt then outstanding shall have been discharged or paid in full in cash or (d) the date such Payment Blockage Notice shall have been terminated by written notice to accelerate the maturity thereof and if Company or the Representative for Trustee from the respective issue holders of Designated Senior Debt gives notice initiating such Payment Blockage Notice (such period from the date of the event of default Payment Blockage Notice until the date payments shall be resumed pursuant to the Trustee (a), (b), (c) or (d), a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Payment Blockage Period"). Thereafter, neither in the case of clauses (a), (b), (c) and (d), the Company nor shall resume making any other Person on its behalf shall (x) make any payment of any kind or character with and all required payments in respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein Securities, including any payments not made to the contrary, in no event will a Holders of the Securities during the Payment Blockage Period extend beyond 180 days from due to the date the foregoing prohibitions, unless a default described in clause (i) occurs and is continuing. No new period of payment on the Notes was due and only one such Blockage Period blockage may be commenced within any unless and until 360 consecutive daysdays have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for the commencement of a second subsequent Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, Notice unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach days. The Trustee must provide the holders of Designated Senior Debt at least 10 days' prior written notice of any financial covenants for a period commencing after acceleration of the date maturity of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)the Securities.

No Payment on Notes 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 Senior DebtDebt (including for this purpose any such default in payment by Caterair or any other borrower with respect to the Senior Bank Financing which is a Subsidiary of the Issuer with respect to its Obligations with respect to the Senior Bank Financing or any Interest Swap Obligations related thereto), no payment of any kind or character shall be made by, by or on behalf of, of the Company Issuer or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company Issuer nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes such Blockage Period was due commenced and only one such Blockage Period may be commenced within any 360 consecutive 108 -99- days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or 105 be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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 Designated Senior Debt, no payment of any kind or character shall be made by, or on behalf of, by the Company or any other Person on of its or their behalf Subsidiaries with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwiseproperty. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof (or, in the case of any Designated Senior Debt consisting of a guarantee, the maturity of the Indebtedness so guaranteed) and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default NoticePAYMENT BLOCKAGE NOTICE"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Payment Blockage Notice (the "Blockage PeriodBLOCKAGE PERIOD"), neither the Company 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 (y) acquire any of the Notes for cash or property or otherwiseproperty. Notwithstanding anything herein to the contrary, in no event will shall a Blockage Period extend beyond 180 days from the date of the payment on commencement of the Notes was due Blockage Period and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If Unless Section 10.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, and such default shall not have ceased to exist or have been cured or waived by or on behalf of the holders of such Senior Debt, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight), by set-off or other wise, shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise, in each case, other than payments in Junior Securities. In addition, unless Section 10.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character (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 (y) acquire any of the Notes for cash or property or otherwise, in each case, other than payments in Junior Securities. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated the Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If No payment or distribution of cash or property (other than Capital Stock of the Company or other securities of the Company that are subordinated to Senior Indebtedness to at least the same extent as this Note) of the Company will be made on account of principal of, or interest on, this Note, or to defease or acquire this Note (i) upon the maturity of any default occurs Senior Indebtedness by lapse of time, acceleration or otherwise, unless and is continuing until all Senior Indebtedness shall first be paid in full in cash, or such payment duly made in a manner satisfactory to the holders of such Senior Indebtedness (or a trustee or authorized agent on behalf thereof), (ii) in the event that the Company defaults in the payment when due, whether at maturity, upon 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, any Senior Debt, no payment of any kind or character shall be made by, or interest on behalf of, the Company or any other Person amounts payable on its or their behalf due in connection with any Senior Indebtedness when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by acceleration or otherwise, unless and until such default has been cured or waived in writing or has ceased to exist, (iii) in the event any judicial proceeding shall be pending with respect to any Obligations of the events described in clauses (i), (ii) or (iv) of this Section 2.2(a) or (iv) any other default shall have occurred and be continuing that would permit the holders (or a trustee or authorized agent on behalf thereof) of the NotesSenior Indebtedness to accelerate the maturity of Senior Indebtedness, upon written notice (a “Payment Blockage Notice”) of the default given to the Company and the Holder by the holders of, or an agent, trustee or other representative for, such Senior Indebtedness. In any such event described in the preceding sentence, unless and until such default has been cured or waived in writing, no payment or distribution of cash or property (other than Capital Stock of the Company or other securities of the Company that are subordinated to Senior Indebtedness to at least the same extent as this Note) may be made by the Company with respect to the principal of, or interest on, this Note or to acquire any of the Notes or repurchase this Note for cash or property other than Capital Stock of the Company or otherwisesuch subordinated securities. In additionWith respect to clause (iv) above, if such Senior Indebtedness is not declared due and payable within 150 days after the Payment Blockage Notice is given, promptly after the end of the 150-day period, the Company will pay all sums due in respect of this Note and not paid during the 150-day period. Payments on this Note may and shall be resumed in the case of a payment default upon the date on which such default is cured or waived. During any other event of default occurs and is continuing 540-day consecutive period, only one such period during which payment with respect to any Designated Senior Debt, as such event of default is defined in this Note may not be made pursuant to clause (iv) above may commence and the instrument creating or evidencing such Designated Senior Debt, permitting the holders duration 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 notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period period may be commenced within any 360 consecutive not exceed 150 days. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Holder shall be, or be made, the basis for the commencement of a second subsequent Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, Notice unless such event of default shall have been cured or waived for a period of not less fewer 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment on Notes 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, of or regularly accruing fees with respect to, to any Guarantor Senior DebtDebt of any Guarantor, no payment of any kind or character shall be made by, by or on behalf of, the Company of such Guarantor or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company 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 (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any payment (a "Defeasance Trust ---------------- Payment") from the trust described under Sections 8.02 or 8.03 (a "Defeasance ------- ---------- Trust") but including the establishment of a Defeasance Trust) by or on behalf ----- of the Company 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, 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 occurs and is continuing in the payment when dueof all or any portion of the obligations on any Designated Senior Debt, whether at maturity, upon 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 any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, this sentence waived by or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwiseholders of such Designated Senior Debt. In addition, if during the continuance of any other non-payment event of default occurs and is continuing with respect to any Designated Senior DebtDebt pursuant to which the maturity thereof may be immediately accelerated, as and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such event of default is defined in the instrument creating or evidencing such ----------------------- Designated Senior Debt, permitting Debt or the trustee or agent acting on behalf of 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 notice of the event of default to the Trustee (a "Default Notice")Debt, then, unless and until all events such event of default have has been cured or waived or have has ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of such Designated Senior Debt terminating has been discharged or repaid in full in cash or the Blockage Period benefits of these provisions have been waived by the holders of such Designated Senior Debt, no direct or indirect payment (as defined below)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 the Company 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 the 180 days after the delivery of such Default Notice a period (the a "Payment Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations ----------------------- commencing on the Notes or (y) acquire any date of receipt of such notice by the Notes for cash or property or otherwiseTrustee and ending 179 days thereafter. Notwithstanding anything herein in the subordination provisions of this Indenture or the Notes to the contrary, (x) in no event will a Payment Blockage Period extend beyond 180 179 days from the date the payment on the Notes Payment Blockage Notice in respect thereof was due given, and only (y) not more than one such Payment Blockage Period may be commenced within with respect to the Notes during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall initiating such Payment Blockage Period (to the extent the holder of Designated Senior Debt, or trustee or agent, giving notice commencing such 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 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 event of default shall have 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment on Notes 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 redemption, by declaration form of Permitted Junior Securities) of 79 -71- any assets or otherwise, securities of the Company or any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment Restricted Subsidiary 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 the Company being subordinated to the payment of the Notes by the Company) may be made by, by or on behalf of, of the Company or any other Person Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on its or their behalf with respect to any Obligations on account of the Notes, or to acquire any for or on account of the purchase, redemption or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes for cash shall take or property receive from the Company or otherwise. In additionany Restricted Subsidiary, if directly or indirectly in any other event manner, payment in respect of default occurs and is continuing with respect to all or any Designated Senior Debt, as such event portion of default is defined in Notes following the instrument creating or evidencing such Designated Senior Debt, permitting delivery by the representative of the holders of such Designated Senior Debt then outstanding Indebtedness (the "Representative") to accelerate the maturity thereof and if the Representative for the respective issue Trustee of Designated Senior Debt gives written notice of the event occurrence of default a Payment Default, 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 Trustee provisions of the following paragraph, the Company shall resume making any and all required payments in respect of the Notes, including any missed payments. Upon the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness, no payment or distribution (other than a payment or distribution in the form of Permitted Junior Securities) of any assets of the Company of any kind may be made by the Company, including, without limitation, by way of set-off or otherwise, on account of the Notes, or on account of the purchase or redemption or other acquisition of Notes, for a period (a "Payment Blockage Period") commencing on the date of receipt by the Trustee of written notice from the Representative of such Non-Payment Event of Default Notice"), then, unless and until all events (subject to any blockage of default payments that may then be in effect under the preceding paragraph) the earliest of (x) more than 179 days shall have elapsed since receipt of such written notice by the Trustee, (y) such Non-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 Payment Blockage Period shall have been terminated by written notice to the Company or the Trustee receives notice thereof from such Representative, after which, in the case of clause (x), (y) or (z), the Company shall resume making any and all required payments in respect of the Notes, including any missed payments. Notwithstanding any other provision of the Indenture, in no event shall a Payment Blockage Period commenced in accordance with the provisions of the Indenture described in 80 -72- this paragraph extend beyond 179 days from the Representative for date of the respective issue receipt by the Trustee of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice notice referred to above (the "Initial Blockage Period"). Any number of additional Payment Blockage Periods may be commenced during the Initial Blockage Period; provided, neither however, that no such additional Payment Blockage Period shall extend beyond the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on Initial Blockage Period. After the Notes or (y) acquire any expiration of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contraryInitial Blockage Period, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Payment Blockage Period may be commenced within until at least 180 consecutive days have elapsed from the last day of the Initial Blockage Period. Notwithstanding any 360 consecutive days. No other provision of the Indenture, no event of default with respect to Designated Senior Indebtedness (other than a Payment Default) which existed or was continuing on the date of the commencement of any 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 Payment Blockage Period initiated by the Representative of such Designated Senior Debt Representative, whether or not within a period of 360 consecutive daysthe Initial Blockage Period, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, by or on behalf of, of either of the Company Issuers or any other Person on its or either of their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In additionotherwise (except that holders of the Notes may receive payments from a trust described under Article Nine so long as, if any other event of default occurs and is continuing on the date or dates the respective amounts were paid into the trust, such payments were made with respect to any Designated Senior Debt, as such event the Notes without violating the provisions of default is defined in the instrument creating Article Eight or evidencing such Designated Senior Debt, permitting the holders Article Twelve 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 notice of the event of default to the Trustee this Indenture (a "Default NoticeDefeasance Trust Payment"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Payment Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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 of credit issued in respect ofor other amounts due and owing on, any Significant Senior Indebtedness or regularly accruing fees (ii) any default occurs and is continuing with respect to, to any Significant Senior DebtIndebtedness resulting in the acceleration of the maturity of all or any portion of any Significant Senior Indebtedness, no payment of any kind or character shall be made by, by or on behalf of, of the Company or any of its Subsidiaries or any other Person person on its or their behalf with respect to any Obligations on the Notes, Notes 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 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 DebtIndebtedness, 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 event of default to the Trustee (a "Default NoticeDEFAULT NOTICE"), then, unless and until the date, if any, on which all 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 thereof from the Representative for the respective issue of Designated Senior Debt Indebtedness terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage PeriodBLOCKAGE PERIOD"), neither none of the Company nor or any of its Subsidiaries or any other Person person on its behalf or their behaf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only due. Only one such Blockage Period may be commenced within any 360 consecutive days. No For all purposes of this Section 10.02(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 Blockage Period with respect to the Designated Senior Debt Indebtedness shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such the Designated Senior Debt Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, due whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwiseotherwise (except that Holders of Notes may receive Permitted Junior Securities and payments made from the trust pursuant to Section 8.1(b) or Section 8.4). In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default NoticeDEFAULT NOTICE"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on of its behalf Subsidiaries shall (x) make any payment of any kind or character with respect to any Obligations on the Notes (except that Holders of Notes may receive Permitted Junior Securities and payments made from the trust pursuant to Section 8.4 or 8.1(b)) or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 180 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.2 or to pursue any rights or remedies hereunder.

No Payment on Notes in Certain Circumstances. (a) If Unless Section 12.3 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, premium (if any) on, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment or distribution of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Notes, or to acquire any of the Notes for cash or property or otherwise, including Permitted Open Market Purchases. In addition, unless Section 12.3 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "“Default Notice"”), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "“Blockage Period"”), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on on, or with respect to the Notes or (y) acquire any of the Notes for cash or property or otherwise, including any Permitted Open Market Purchases. Notwithstanding anything herein to the contrary, (I) in no event will a Blockage Period extend beyond 180 days from the date the payment on applicable Default Notice is received by the Notes was due Trustee and (II) only one such Blockage Period may be commenced within any 360 consecutive days. No non-payment event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second subsequent Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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 Senior Debt, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by, or on behalf of, by the Company or any other Person on of its or their behalf Subsidiaries with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwiseproperty. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof thereof, and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default -------------- have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage -------- Period"), neither the Company nor any other Person on of its behalf Subsidiaries shall (x) make any ------ payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwiseproperty. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the payment on commencement of the Notes was due Blockage Period, and only one such Blockage Period may be commenced within any 360 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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 Senior DebtDebt (a "PAYMENT DEFAULT"), no payment of any kind or character shall be made by, by or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes 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 Payment Default (a "NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default Non-payment Default to the Trustee (a "Default NoticeDEFAULT NOTICE"), then, unless and until all events of default Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage PeriodBLOCKAGE PERIOD"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. In the event the Representative of holders of both Designated Guarantor Senior Debt and Designated Senior Debt has given a Guarantor Default Notice to the Company pursuant to the terms of Section 11.10 hereof, such Representative will be deemed to have concurrently given a Default Notice hereunder. No event of default Non-payment Default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default 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, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period thatPeriod, that in either case, would give rise to an event of default a Non-payment Default pursuant to any provisions under which an event of default a Non-payment Default previously existed or was continuing shall constitute a new event of default Non-payment Default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any No direct or indirect payment by or on behalf of the Company of principal of, premium, if any, interest and Liquidated Damages, if any, on the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to an Asset Sale Offer, a Change of Control Offer, pursuant to the Escrow Agreement or otherwise, shall be made to the Holders of Notes (except that Holders of Notes may receive payments made in Junior Securities or from the defeasance trust described under Sections 8.04(a) and 8.05) if (i) a default in the payment of the principal of or premium, if any, or interest on Designated Senior Indebtedness occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration beyond any applicable period of grace or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or (ii) any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to Designated Senior Indebtedness that permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a written notice (with a copy to the Company) of such other default (a "Payment Blockage Notice") from the Company or the holders of any Designated Senior DebtIndebtedness. Payments on the Notes may and shall be resumed (a) in the case of a payment default, as upon the date on which such event of default is defined cured or waived and (b) in case of a nonpayment default, on 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 notice earlier of the event of date on which such nonpayment default to the Trustee (a "Default Notice"), then, unless and until all events of default have been is cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of date on which the applicable Payment Blockage Notice is received by the Trustee (such Default Notice (period being referred to herein as the "Payment Blockage Period"), neither unless the Company nor any other Person on its behalf shall (x) make any payment maturity of any kind or character with respect to any Obligations on Designated Senior Indebtedness has been accelerated (and written notice of such acceleration has been received by the Notes or (y) acquire any of the Notes for cash or property or otherwiseTrustee). Notwithstanding anything herein or in the Notes to the contrary, (x) in no event will shall a Payment Blockage Period extend beyond 180 179 days from the date the payment on the Notes 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 Payment Blockage Period is in effect and only (z) not more than one such Payment Blockage Period may be commenced within with respect to the Notes during any period of 360 consecutive days. No event new Payment Blockage Period may be commenced unless and until all scheduled payments of principal, premium, if any, interest and Liquidated Damages, if any, on the Notes that have come due have been paid in cash. No nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for the commencement of a second subsequent Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days Notice (it being acknowledged understood that any subsequent action, or any breach of any financial covenants covenant for a period commencing after the date of commencement receipt by the Trustee of such Payment Blockage Period Notice, that, in either case, would give rise to an event of such a default pursuant to any provisions under which an event of a default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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 drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior DebtIndebtedness, or (ii) any default occurs and is continuing with respect to any Designated Senior Indebtedness resulting in the acceleration of the maturity of all or any portion of any Designated Senior Indebtedness, no payment of any kind or character (other than Permitted Insolvency Payments) shall be made by, or on behalf of, by the Company or any other Person on of its or their behalf Subsidiaries with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwiseproperty. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior DebtIndebtedness, 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 to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt Indebtedness gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and -------------- until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt Indebtedness terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company 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 (y) acquire any of the Notes for cash or property or otherwise(other than in exchange for Permitted Insolvency Payments). Notwithstanding anything herein to the contrary, in no event will shall a Blockage Period extend beyond 180 179 days from the date of the payment on commencement of the Notes was due Blockage Period and only one such Blockage Period may be commenced within any 360 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt Indebtedness shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt Indebtedness whether or not within a period of 360 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated the Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated the Senior Debt, permitting the holders of such Designated the Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee Holders (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives Holders receive notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated the Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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 Senior Debt, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by, or on behalf of, by the Company or any other Person on of its or their behalf Subsidiaries with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwiseproperty. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof thereof, and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default -------------- have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the --------------- Company nor any other Person on of its behalf Subsidiaries shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwiseproperty. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the payment on commencement of the Notes was due Blockage Period, and only one such Blockage Period may be commenced within any 360 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If Unless Section 10.03 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, premium (if any) on, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment or distribution of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on or relating to the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, unless Section 10.03 shall be applicable, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default NoticeDEFAULT NOTICE"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage PeriodBLOCKAGE PERIOD"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on on, or with respect to the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, (I) in no event will a Blockage Period extend beyond 180 days from the date the payment on applicable Default Notice is received by the Notes was due Trustee and (II) only one such Blockage Period may be commenced within any 360 consecutive days. No non-payment event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second subsequent Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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 the Company with respect to the principal of, premium, if any, or interest on the Notes. Upon the maturity of any Senior Indebtedness of the Company by lapse of time, acceleration or otherwise, unless and until all principal thereof, premium, if any, and interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of the Company with respect to the principal of, premium, if any, or interest on the Notes. Upon the happening of any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, of or interest on, unpaid drawings for letters of credit issued in respect of, on or regularly accruing fees with respect to, other amounts due on any Senior DebtIndebtedness of the Company ("Payment Default"), then, unless and until such default shall have been cured or waived or have ceased to exist, no payment of any kind or character shall be made by, by or on behalf of, of the Company with respect to the principal of premium, if any, or interest on the Notes. Upon the happening of any default or event of default (other Person on its than a Payment Default) (including any event which with the giving of notice or their behalf 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 with respect to the Notes) with respect to any Obligations Senior Indebtedness of the Company, 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 Company and the Trustee which specifies the particular provision of the Indenture by a holder or holders of any Senior Indebtedness of the Company or their Representative ("Payment Notice") and for the period of 179 days following the delivery of such Payment Notice ("Payment Blockage Period") unless and until such event of default has been cured or waived or has ceased to exist or the Trustee receives notice from the holder or holders of the relevant Senior Indebtedness (or a representative) terminating the payment blockage period during the Payment Blockage Period, then (i) no payment of or with respect to the principal of or interest on the Notes (including any payment or distribution that may be payable or deliverable to holders of the Notes by reason of the payment of any other debt of the Company subordinated to the payment of the Notes) shall be made directly or indirectly by or on behalf of the Company and (ii) no direct or indirect payment shall be made by or on behalf of the Company with respect to any repurchase, redemption or to acquire other retirement of any of the Notes for cash or property or otherwise. At the expiration of such Payment Blockage Period, the Company shall, subject to the existence of certain conditions, In additionfurtherance of the provisions of the first Section of this Article, if in the event that, notwithstanding the foregoing provisions of this Section, any other event of default occurs and is continuing payment with respect to the principal of or interest on the Notes shall be made by or on behalf of the Company, and received by the Trustee, by any Designated Senior DebtHolder or by any Paying Agent (or, 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 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 respective issue provisions of Designated Senior Debt gives notice of the event of default to the Trustee (a "Default Notice")this Section, then, unless and until all events such payment is no longer prohibited by this Section, such payment (subject to the provisions of default have been cured or waived or have ceased to exist or Sections 11.6 and 11.7) shall be received and held in trust by the Trustee receives notice thereof from the Representative or such Holder or Paying Agent for the respective issue benefit of Designated and shall be immediately paid over to the holders of Senior Debt terminating Indebtedness or their Representative, ratably according to the Blockage Period (as defined below)aggregate amounts remaining unpaid on account of the principal of and interest on the Senior Indebtedness held or represented by each, during for application to the 180 days payment of all Senior Indebtedness in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the delivery benefit of such Default Notice (the "Blockage Period"), neither holders of Senior Indebtedness. The provisions of this Section shall not modify or limit in any way the application of the following Section. The Company nor shall give prompt written notice to the Trustee of any other Person on its behalf shall (x) make any default in the payment of any kind Senior Indebtedness or character with respect any acceleration under any Senior Indebtedness or under any agreement pursuant to any Obligations on which Senior Indebtedness may have been issued. Without limiting the Notes or (y) acquire any effect of Section 11.6 hereof, failure to give such notice shall not affect the subordination of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from Senior Indebtedness or the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date application of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, other provisions provided in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)Article.

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee and each Paying Agent (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee and each Paying Agent receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes (other than payment of amounts already deposited in accordance with the defeasance provisions of this Indenture) or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at stated maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, of or regularly accruing fees with respect to, to any Guarantor Senior DebtDebt of any Guarantor, no payment of any kind or character shall be made by, by or on behalf of, the Company of such Guarantor or any other Person on its or their behalf with respect to any Obligations on the Notes, 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 other event of default occurs and is continuing with respect to any Designated Senior DebtDebt 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 event of default to the Trustee (a "Default Payment Blockage Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Payment Blockage Notice (the "Blockage Period"), neither the Company 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 (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period Notice to the Trustee with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement delivery of such any Payment Blockage Period Notice that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in No direct or indirect payment by or on behalf of the payment when due, whether at maturity, upon redemption, by declaration or otherwise, Company of any principal of, interest onpremium, unpaid drawings for letters of credit issued in respect ofif any, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations interest on the Notes, or whether pursuant to acquire any the terms of the Notes for cash or property 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 principal of, premium, if any, or interest on, any Senior Indebtedness with a principal amount in excess of $5.0 million, 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 Senior Indebtedness. In addition, if during the continuance of any other event of default occurs and is continuing with respect to any Designated Senior DebtIndebtedness pursuant to which the maturity thereof may be accelerated, as upon the occurrence of (i) receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Indebtedness or their Representative or (ii) the date of acceleration of the Notes if such event of default is defined results from the acceleration of the Notes, no such payment may be made by the Company on or in respect of the instrument creating Notes for a period (a "Payment Blockage Period") commencing on the earlier of the date of receipt of such notice or evidencing the date of such Designated Senior Debt, permitting acceleration and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of a majority of the outstanding principal amount of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Indebtedness or their Representative for the respective issue of Designated Senior Debt gives notice of the event of default to the Trustee (a "Default Notice"who delivered such notice), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Payment Blockage Period extend beyond 180 179 days from the date the payment on the Notes which such Payment Blockage Period was due and only commenced. Not more than one such Payment Blockage Period may be commenced within with respect to the Notes during any period of 360 consecutive days. No event of default which that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for the commencement of a second Payment Blockage 66 73 Period by the Representative holders of such Designated Senior Debt Indebtedness or their representative, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment on Notes 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 Senior Indebtedness, 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 Senior DebtIndebtedness resulting in the acceleration of the maturity of all or any portion of such Senior Indebtedness occurs and is continuing, no payment of any kind or character shall be made by, or on behalf of, the Company or any of its Subsidiaries or any other Person person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing (or if such an event of default would occur upon any payment with respect to any the Notes) with respect to the Designated Senior DebtIndebtedness, 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 event of default to the Trustee (a "Default Notice"), then, unless and until the date, if any, on which all 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 thereof from the Representative for the respective issue of Designated Senior Debt Indebtedness terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither none of the 76 Company nor or any of its Subsidiaries or any other Person person on its or their behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only due. Only one such Blockage Period may be commenced within any 360 consecutive days. No For all purposes of this Section 10.02(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 Blockage Period with respect to the Designated Senior Debt Indebtedness shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such the Designated Senior Debt Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment on Notes 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 Senior DebtIndebtedness, or (ii) any default occurs and is continuing with respect to any Designated Senior Indebtedness resulting in the acceleration of the maturity of all or any portion of any Designated Senior Indebtedness, no payment of any kind or character (other than Permitted Insolvency Payments) shall be made by, or on behalf of, by the Company or any other Person on of its or their behalf Subsidiaries with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwiseproperty. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior DebtIndebtedness, 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 to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt Indebtedness gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and -------------- until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt Indebtedness terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company 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 (y) acquire any of the Notes for cash or property or otherwise(other than in exchange for Permitted Insolvency Payments). Notwithstanding anything herein to the contrary, in no event will shall a Blockage Period extend beyond 180 179 days from the date of the payment on commencement of the Notes was due Blockage Period and only one such Blockage Period may be commenced within any 360 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt Indebtedness shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt Indebtedness whether or not within a period of 360 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

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

No Payment on Notes 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 or Additional Interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior DebtDebt (a "PAYMENT DEFAULT"), no payment of any kind or character shall be made by, by or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default other than a Payment Default (a "NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default Non-payment Default to the Trustee (a "Default NoticeDEFAULT NOTICE"), then, unless and until all events of default Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage PeriodBLOCKAGE PERIOD"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contraryFor all purposes of this Section 10.02(a), in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default Non-payment Default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default 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, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period thatPeriod, that in either case, would give rise to an event of default a Non-payment Default pursuant to any provisions under which an event of default a Non-payment Default previously existed or was continuing shall constitute a new event of default Non-payment Default for this purpose).

No Payment on Notes 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, of or regularly accruing fees with respect to, to any Senior Debt, no payment of any kind or character shall be made by, by or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, days unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions provi- sions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment on Notes 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 Senior DebtDebt (a "PAYMENT DEFAULT"), no payment of any kind or character shall be made by, by or on behalf of, of the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, Notes or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default other than a Payment Default (a "NON-PAYMENT DEFAULT") occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default Non-payment Default to the Trustee (a "Default NoticeDEFAULT NOTICE"), then, unless and until all events of default Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage PeriodBLOCKAGE PERIOD"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contraryFor all purposes of this Section 10.02(a), in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default Non-payment Default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default 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, action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period thatPeriod, that in either case, would give rise to an event of default a Non-payment Default pursuant to any provisions under which an event of default a Non-payment Default previously existed or was continuing shall constitute a new event of default Non-payment Default for this purpose).

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, due whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwiseotherwise (except that Holders of Notes may receive Permitted Junior Securities and payments made from the trust pursuant to Section 8.1(b) or Section 8.4). In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the event of default to the Trustee (a "Default Notice"), then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on of its behalf Subsidiaries shall (x) make any payment of any kind or character with respect to any Obligations on the Notes (except that Holders of Notes may receive Permitted Junior Securities and payments made from the trust pursuant to Section 8.4 or 8.1(b)) or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 179 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 180 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Senior Debt, if any, received from the holders of Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company and only amounts included in the information provided to the Trustee shall be paid to the holders of Senior Debt. Nothing contained in this Article Ten shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.2 or to pursue any rights or remedies hereunder.

No Payment on Notes in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Designated Senior Debt, no payment of any kind or character shall be made by, or on behalf of, the Company Issuer or any other Person on its or their behalf with respect to any Obligations on the Notes, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the such event of default to the Trustee (a "“Default Notice"”), then, unless and until all such events of default have been cured or waived or have ceased to exist or the Trustee receives notice thereof from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 179 days after the delivery of such Default Notice (the "“Blockage Period"”), neither the Company Issuer 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 (other than payment of amounts already deposited in accordance with the satisfaction and discharge provisions of this Indenture) or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 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 Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).