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

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the Subsidiary Guarantee") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall be, or shall be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such default shall have been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and no other Person excluding any payment from funds held in trust for the benefit of the Holders pursuant to Article Nine (a “Defeasance Trust Payment”)) by or on behalf of such Subsidiary Guarantor maythe Company of principal of, make any payment with respect premium, if any, or interest on the Notes, whether pursuant to the Subsidiary Guarantee or make any deposit terms of the Notes, upon acceleration, pursuant to Article Eight above (collectivelya Change of Control Offer or a Net Proceeds Offer, "pay upon redemption or otherwise, will be made and the Subsidiary Guarantee") if (i) Company may not defease the Notes, if, at the time of such payment or defeasance, there exists a default in the payment of all or any amount portion of principal, interest or other payments due under the obligations on any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise otherwise, and such default shall not have been cured or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor waived or the Company occurs and benefits of this sentence waived by or on behalf of the maturity holders of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessIndebtedness. In addition, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During during the continuance of any non-payment event of default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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 accelerated, and upon the expiration of any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "“Payment Blockage Notice"”) from the holder or holders of such default from Designated Senior Indebtedness or the Representative trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness Indebtedness, then, unless and until such event of such Subsidiary Guarantor default has been cured or the Company specifying an election waived or has ceased to effect a Payment Blockage Period and ending 179 days thereafter (exist or earlier if such Payment Blockage Period is terminated (A) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related Designated Senior Indebtedness of the Company has been discharged or repaid in full). Notwithstanding full in cash or the benefits of these provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph), unless have been waived by the holders of such Designated Senior Indebtedness Indebtedness, no direct or indirect payment (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 of principal of, premium, if any, or interest on the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to a Change of Control Offer or a Net Proceeds Offer, upon redemption or otherwise to such Holders, and the Company will not defease the Notes during a period (a “Payment Blockage Period”) commencing on the date of receipt of such Subsidiary Guarantor notice by the Trustee and ending 179 days thereafter. Notwithstanding anything in the subordination provisions of this Indenture or the Company or Notes to the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Companycontrary, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such (1) in no event will a Payment Blockage Period including any missed payments. The Subsidiary Guarantee extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given, (2) 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 (3) not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may be commenced with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive days. No event of default which exists that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (to the extent the holder of a Subsidiary Guarantor Designated Senior Indebtedness, or the Company under this Section 12.02 shall trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or shall 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 Indebtedness or the trustee or agent acting on behalf of such Subsidiary Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days days, unless such event of default shall have has been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor mayIf any default occurs and is continuing in the payment when due, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the Subsidiary Guarantee") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or (ii) regularly accruing fees with respect to, any Guarantor Designated Senior Debt of any Guarantor, no payment of any kind or character shall be made by, or on behalf of, such Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default on Designated occurs and is continuing with respect to any Guarantor Senior Indebtedness Debt of such Subsidiary Guarantor, as such event of default is defined in the instrument creating or evidencing such Guarantor or Senior Debt of such Guarantor, permitting the Company occurs and holders of such Guarantor Senior Debt of such Guarantor then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Guarantor Senior Debt of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessGuarantor gives notice of the event of default to the Trustee (a "Guarantor Default Notice"), in either casethen, the unless and until all events of default has have been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard have ceased to the foregoing if such Subsidiary Guarantor and exist or the Trustee receive written receives notice approving such payment thereof from the Representative for the respective issue of Guarantor Senior Debt of such Guarantor terminating the Designated Senior Indebtedness guaranteed by Guarantor Blockage Period (as defined below), during the 179 days after the delivery of such Subsidiary Guarantor with respect to which either of Default Notice (the events set forth in clause "Guarantor Blockage Period"), neither such Guarantor nor any other Person on its behalf shall (ix) or (ii) of the immediately preceding sentence has occurred and is continuing, after which such Subsidiary Guarantor shall resume making make any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance payment of any default (other than a default described in clause (i) kind or (ii) of the second preceding sentence) character with respect to any Designated Senior Indebtedness Guarantee Obligations or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Subsidiary Guarantor or Blockage Period extend beyond 180 days from the Company pursuant to which date the maturity thereof payment on the Notes was due and only one such Guarantor Blockage Period may be accelerated either immediately without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of commenced within any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any 360 consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such perioddays. No event of default which exists existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness Debt of a Subsidiary such Guarantor or the Company under this Section 12.02 shall be, or shall be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Indebtedness Debt of such Subsidiary Guarantor 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 (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a an event of default pursuant to any provisions under which a 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) No Subsidiary Guarantor mayIn the event that any Notes are declared due and payable before their Stated Maturity, then and no other Person in such event the holders of the Senior Indebtedness outstanding at the time such Notes so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on behalf or in respect of all Senior Indebtedness, or provision shall made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Subsidiary Guarantor maySenior Indebtedness, make before the Holders of the Notes are entitled to receive any Notes Payment (including any payment with respect which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay payment of the Subsidiary Guarantee") if Notes). In the event and during the continuation of (i) any amount default in the payment of principalprincipal of (or premium, if any) or interest or other payments due under on any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturitywith respect thereto, upon redemption, by declaration or otherwise or (ii) any other event of default on Designated with respect to any Senior Indebtedness shall have occurred and be continuing permitting the holders of such Subsidiary Guarantor Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company occurs and the maturity Trustee by any holders of such Designated Senior Indebtedness is accelerated in accordance with its terms unless(or a trustee or other representative on behalf of the holders thereof) (the "Default Notice"), in either case, the unless and until such event of default has shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (iii) any judicial proceeding shall be pending with respect to any such default payment or event of default, then no Notes Payment shall be made; provided, however, that clause (ii) of this paragraph shall not prevent the making of any Notes Payment for more than 179 days after a Default Notice shall have been received by the Trustee unless the Senior Indebtedness in writing respect of which such event of default exists has been declared due and any payable in its entirety in which case no such payment may be made until such acceleration has been rescinded or annulled or such Designated Senior Indebtedness has been paid in full; provided, after which such Subsidiary Guarantor shall resume making any and all required payments in respect however, no event of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such period. No default which exists existed or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall be, or Default Notice shall be made, made the basis for the commencement giving of a second Blockage Period Default Notice; and provided, further, however, that only one such Default Notice may be given in any 365 day period. In the event that, notwithstanding the foregoing, the Company shall make any Notes Payment to the Trustee or any Holder prohibited by the Representative foregoing provisions of this Section, and if such fact shall, at or prior to the time of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such default shall Notes Payment, have been cured or waived made known to the Trustee or, as the case may be, such Holder, then and in writing for a period such event such Notes Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall 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 a default pursuant apply to any provisions under Notes Payment with respect to which a default previously existed or was continuing shall constitute a new default for this purpose)Section 12.2 would be applicable.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and no other Person excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Four of this Supplemental Indenture (a "Defeasance Trust Payment")) by or on behalf of such Subsidiary Guarantor maythe Company of principal of, make any payment with respect premium if, any, or interest on the Notes, whether pursuant to the Subsidiary Guarantee or make any deposit terms of the Notes, upon acceleration, pursuant to Article Eight above (collectivelyan Offer, "pay a Change of Control Offer or otherwise, shall be made if, at the Subsidiary Guarantee") if (i) time of such payment, there exists a default in the payment of all or any amount portion of principal, interest or other payments due under the obligations on any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise otherwise, and such default shall not have been cured or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor waived or the Company occurs and benefits of this sentence waived by or on behalf of the maturity holders of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessIndebtedness. In addition, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During during the continuance of any non-payment event of default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or the Company pursuant to which the maturity thereof may be accelerated either immediately without further accelerated, and upon receipt by the Trustee of written notice (except a "Payment Blockage Notice" ) from the holder or holders of such notice as may Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be required made by or on behalf of the Company of principal of, premium, if any, or interest on the Notes, to effect such acceleration) or upon the expiration of any applicable grace periodsHolders, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for during a period (a "Payment Blockage Period") commencing upon on the date of receipt of such notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Notes to the contrary, (with a copy to such Subsidiary Guarantorx) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company specifying an election to effect in no event shall a Payment Blockage Period and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given, (or earlier if such y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is terminated in effect and (Az) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may be commenced with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive days. No event of default which exists that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Pe- riod (to the extent the holder of a Subsidiary Guarantor Designated Senior Indebtedness, or the Company under this Section 12.02 shall trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or shall 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 Indebtedness or the trustee or agent acting on behalf of such Subsidiary Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days days, unless such event of default shall have has been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor mayIn the event that any Notes are declared due and payable before their Stated Maturity, then and no other Person in such event the holders of the Senior Indebtedness outstanding at the time such Notes so become due and payable shall be entitled to receive payment in full of all amounts due or to become due on behalf or in respect of all Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of such Subsidiary Guarantor maySenior Indebtedness, make before the Holders of the Notes are entitled to receive any Notes Payment (including any payment with respect which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay payment of the Subsidiary Guarantee") if Notes). In the event and during the continuation of (i) any amount default in the payment of principalprincipal of (or premium, if any) or interest or other payments due under on any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturitywith respect thereto, upon redemption, by declaration or otherwise or (ii) any other event of default on Designated with respect to any Senior Indebtedness shall have occurred and be continuing permitting the holders of such Subsidiary Guarantor Senior Indebtedness (or a trustee or other representative on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, upon written notice thereof to the Company occurs and the maturity Trustee by any holders of such Designated Senior Indebtedness is accelerated in accordance with its terms unless(or a trustee or other representative on behalf of the holders thereof) (the "Default Notice"), in either case, the unless and until such event of default has shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (iii) any judicial proceeding shall be pending with respect to any such default payment or event of default, then no Notes Payment shall be made; provided, however, that clause (ii) of this paragraph shall not prevent the making of any Notes Payment for more than 179 days after a Default Notice shall have been received by the Trustee unless the Senior Indebtedness in writing respect of which such event of default exists has been declared due and any payable in its entirety in which case no such payment may be made until such acceleration has been rescinded or annulled or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 foregoing, no event of this paragraph), unless the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such period. No default which exists existed or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall be, or Default Notice shall be made, made the basis for the commencement giving of a second Blockage Period Default Notice; provided, further, however, that only one such Default Notice may be given in any 365 day period. In the event that, notwithstanding the foregoing, the Company shall make any Notes Payment to the Trustee or any Holder prohibited by the Representative foregoing provisions of this Section, and if such fact shall, at or prior to the time of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such default shall Notes Payment, have been cured or waived in writing 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 made actually known to a default pursuant responsible officer in the Corporate Trust Office of the Trustee or, as the case may be, such Holder, then and in such event such Notes Payment shall be paid over and delivered forthwith to the Company. The provisions of this Section shall not apply to any provisions under Notes Payment with respect to which a default previously existed or was continuing shall constitute a new default for this purpose)Section 12.2 would be applicable.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the Subsidiary Guarantee") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such 91 Payment Blockage Period is terminated (A) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall be, or shall be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such default shall have been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and no other Person excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Four of this Supplemental Indenture (a "Defeasance Trust Payment")) by or on behalf of such Subsidiary Guarantor maythe Company of principal of, make any payment with respect premium if, any, or interest on the Notes, whether pursuant to the Subsidiary Guarantee or make any deposit terms of the Notes, upon acceleration, pursuant to Article Eight above (collectivelyan Offer, "pay a Change of Control Offer or otherwise, shall be made if, at the Subsidiary Guarantee") if (i) time of such payment, there exists a default in the payment of all or any amount portion of principal, interest or other payments due under the obligations on any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise otherwise, and such default shall not have been cured or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor waived or the Company occurs and benefits of this sentence waived by or on behalf of the maturity holders of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessIndebtedness. In addition, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During during the continuance of any non-payment event of default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or the Company pursuant to which the maturity thereof may be accelerated either immediately without further accelerated, and upon receipt by the Trustee of written notice (except a "Payment Blockage Notice" ) from the holder or holders of such notice as may Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be required made by or on behalf of the Company of principal of, premium, if any, or interest on the Notes, to effect such acceleration) or upon the expiration of any applicable grace periodsHolders, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for during a period (a "Payment Blockage Period") commencing upon on the date of receipt of such notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Notes to the contrary, (with a copy to such Subsidiary Guarantorx) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company specifying an election to effect in no event shall a Payment Blockage Period and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given, (or earlier if such y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is terminated in effect and (Az) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may be commenced with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive days. No event of default which exists that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (to the extent the holder of a Subsidiary Guarantor Designated Senior Indebtedness, or the Company under this Section 12.02 shall trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or shall 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 Indebtedness or the trustee or agent acting on behalf of such Subsidiary Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days days, unless such event of default shall have has been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Subsidiary Guarantee or make any deposit pursuant to Article Eight Four above (collectively, "“pay the Subsidiary Guarantee"”) if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "“Guarantee Payment Blockage Period"”) commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "“Guarantee Blockage Notice"”) of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter (or earlier if such Guarantee Payment Blockage Period is terminated (A) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Guarantee Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Guarantee Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Guarantee Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 1502 shall be, or shall be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Notes in Certain Circumstances. (a1) No Subsidiary Guarantor may, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the Subsidiary Guarantee") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall be, or shall be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such default shall have been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor mayThe Company may not, and no other Person on behalf of such Subsidiary Guarantor maythe Company may pay principal of, premium (if any) or interest on the Notes or make any payment other payments with respect to the Subsidiary Guarantee Notes or make any deposit pursuant to the provisions described under Article Eight above and may not repurchase, redeem or otherwise retire any Notes (collectively, "pay the Subsidiary GuaranteeNotes") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise and remains outstanding or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in fullfull in cash, after which such Subsidiary Guarantor the Company shall resume making any and all required payments in respect of the Subsidiary GuarantyNotes, including any missed payments. However, a Subsidiary Guarantor the Company may pay the Subsidiary Guarantee Notes without regard to the foregoing if such Subsidiary Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor the Company shall resume making any and all required payments in respect of the Subsidiary GuarantyNotes, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor the Company may not pay the Subsidiary Guarantee Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantorthe Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor the Company from the Person or Persons who gave such Blockage Notice, (B) because the default giving rise to such Blockage Notice is no longer continuing (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related Designated Senior Indebtedness of the Company has been repaid in fullfull in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph), unless the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor the Company may resume payments on the Subsidiary Guarantee Notes after the end of such Payment Blockage Period Period, including any missed payments. The Subsidiary Guarantee shall not be subject to No more than one Payment Blockage Period may be commenced in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor of the Company during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall be, or shall be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such default shall have been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the Subsidiary Guarantee") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in fullfull in cash, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary GuarantyGuarantee, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed Guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary GuarantyGuarantee, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice, (B) because the default giving rise to such Blockage Notice is no longer continuing (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related Designated Senior Indebtedness of the Company has been repaid in fullfull in cash). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph), unless the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to No more than one Payment Blockage Period may be commenced in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed Guaranteed by such Subsidiary Guarantor during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall be, or shall be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such default shall have been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and no other Person excluding any Defeasance Trust Payment) by or on behalf of such Subsidiary Guarantor maythe Company of principal of, make any payment with respect premium, if any, or interest on the Notes, whether pursuant to the Subsidiary Guarantee or make any deposit terms of the Notes, upon acceleration, pursuant to Article Eight above (collectivelyan Offer to Purchase or otherwise, "pay shall be made if, at the Subsidiary Guarantee") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness time of such Subsidiary Guarantor payment, there exists a default in the payment of all or any portion of the Company has not been paid when due beyond obligations on any applicable grace period Senior Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise or (ii) any other otherwise, and such default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has shall not have been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect the benefits of this sentence waived by or on behalf of the Subsidiary Guarantyholders of such Senior Indebtedness. In addition, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During during the continuance of any non-payment event of default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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 accelerated, and upon the expiration of any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "“Payment Blockage Notice"”) from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such non-payment event of default from has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the Representative benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made 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, upon acceleration, pursuant to an Offer to Purchase or otherwise, to such Holders, during a period (a “Payment Blockage Period”) commencing on the date of receipt of such Subsidiary Guarantor notice by the Trustee and ending 179 days thereafter. Notwithstanding anything in this Article Eight or in the Company specifying an election Notes to effect the contrary, (x) in no event shall a Payment Blockage Period and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given, (or earlier if such y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is terminated in effect and (Az) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may be commenced with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive days. No event of default which exists that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (to the extent the holder or holders of a Subsidiary Guarantor Designated Senior Indebtedness, or the Company under this Section 12.02 shall trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or shall 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 Indebtedness or the trustee or agent acting on behalf of such Subsidiary Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days days, unless such event of default shall have has been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, and no other Person on behalf of such Subsidiary Guarantor may, The Company may not make any payment or distribution of any kind or character with respect to any Obligations on or relating to the Subsidiary Guarantee Notes or make acquire any deposit Notes for cash or assets or otherwise (excluding any payment or distribution of, in either case, Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of the Holders pursuant to Article Eight above Fourteen of the Indenture (collectivelysuch payment, a "pay the Subsidiary GuaranteeDefeasance Trust Payment") if (i) a payment default on any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise Debt occurs and is continuing; or (ii) any other default occurs and is continuing on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative Debt that permits holders of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor with respect Debt to which either accelerate its maturity and each of the events set forth in clause (i) or (ii) Company and the Trustee receives a notice of the immediately preceding sentence has occurred and is continuing, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of any Designated Senior Debt. Payments on and distributions with respect to any Obligations on or with respect to the holders Notes may and shall, be resumed (i) in the case of a payment default on any Senior Debt, upon the date on which all payment defaults are cured or waived; and (ii) in case of a nonpayment default, the earliest of (1) the date on which all such nonpayment defaults are cured or waived, (2) 179 days after the date on which the applicable Payment Blockage Notice is received (3) the date on which the Trustee receives notice from the Representative for such Designated Senior Indebtedness of such Subsidiary Guarantor or Debt rescinding the 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 such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered)Notice, (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related Designated Senior Indebtedness of the Company has been repaid unless, in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this paragraph)each case, unless the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Debt has been accelerated. No new Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not Notice may be subject to more than one delivered unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such periodNotice. No nonpayment default which exists that existed or was continuing on the date of commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 Trustee shall be, or shall be made, the basis for a subsequent Payment Blockage Notice (to the commencement extent the holder of a second Designated Senior Debt, trustee or agent, giving such Payment Blockage Period by the Representative Notice had knowledge of such Designated Senior Indebtedness of such Subsidiary Guarantor whether existing or not within a period of 360 consecutive days continuing default) unless such default shall have been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall will constitute a new default for this purpose). Notwithstanding anything to the contrary, Defeasance Trust Payments will be permitted and will not be subordinated so long as the payments into the trust were made in accordance with the requirements of Article Fourteen of the Indenture and did not violate such subordination provisions when they were made.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, and no direct or indirect payment (other Person than in Junior Securities) by or on behalf of the Company of principal of, premium, if any, or interest on (and other obligations, if any, with respect to) the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to an offer to repurchase, redemption or otherwise, will be made, if, at the time of such Subsidiary Guarantor maypayment, make there exists a default in the payment of all or any portion of the obligations on any Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived in writing or the benefits of this sentence waived in writing by or on behalf of the holders of such Designated Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to the Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the Subsidiary Guarantee") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and pursuant to which the maturity thereof may be immediately accelerated by the holder or holders of such Designated Senior Indebtedness is or may be accelerated in accordance by the holder or holders of such Designated Senior Indebtedness with its terms unlessthe giving of notice or the passage of time or both, in either caseand upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, the then, unless and until such event of default has been cured or waived in writing and any such acceleration or has been rescinded ceased to exist or such Designated Senior Indebtedness has been paid discharged or repaid in full, after which full in cash (or such Subsidiary Guarantor payment shall resume making any and all required payments be duly provided for in respect a manner satisfactory to holders of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard Senior Indebtedness) or otherwise to the foregoing if extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash or the benefits of these provisions have been waived in writing by the holders of such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor with respect to which either of the events set forth in clause (i) Indebtedness, no direct or (ii) of the immediately preceding sentence has occurred and is continuing, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance of any default indirect payment (other than a default described in clause (iJunior Securities) will be made by or (ii) on behalf of the second preceding sentence) Company of principal of, premium, if any, or interest on (and other obligations, if any, with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or to) the Company Notes, whether pursuant to which the maturity thereof may be accelerated either immediately without further notice (except terms of the Notes, upon acceleration, pursuant to an offer to repurchase, redemption or otherwise to such notice as may be required to effect such acceleration) or upon the expiration of any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for holders during a period (a "Payment Blockage Period") commencing upon on the date of receipt of the Payment Blockage Notice by the Trustee (with and ending 179 days thereafter. The Trustee shall deliver a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders Payment Blockage Notice to the Company promptly upon receipt thereof. Notwithstanding anything in the subordination provisions of such Designated Senior Indebtedness of such Subsidiary Guarantor this Indenture or the Company specifying an election Notes to effect the contrary, (1) in no event will a Payment Blockage Period and ending extend beyond 179 days thereafter (or earlier if such from the date the Payment Blockage Period is terminated Notice in respect thereof was given and (A2) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may exist with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive calendar days. No default which exists that existed or was continuing on the date of commencement delivery of any Payment Blockage Period Notice (whether or not such event is with respect to the same issue of Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall Indebtedness) may be, or shall be made, the basis for the commencement of a second subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days Notice, unless such default shall have has been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)calendar days.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, and no other Person direct or indirect payment by or on behalf of such Subsidiary any Guarantor may, make any payment with respect to any obligations on the Subsidiary Guarantee whether pursuant to the terms of the Guarantee or make 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 deposit pursuant to Article Eight above (collectivelyportion of principal of, "pay the Subsidiary Guarantee") premium, if (i) any, or interest on, any amount of principal, interest or other payments due under any Designated Guarantor Senior Indebtedness with a principal amount in excess of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise or $5.0 million (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of Trustee has received written notice thereof), and such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has shall not have been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect the benefits of this sentence waived by or on behalf of the Subsidiary Guarantyholders of such Guarantor Senior Indebtedness. In addition, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During during the continuance of any other event of default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness (which Designated Senior Indebtedness is also Guarantor Senior Indebtedness of a Subsidiary Guarantor or the Company such Guarantor) pursuant to which the maturity thereof may be accelerated either immediately without further accelerated, 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 (except y) if such notice as event of default results from the acceleration of the Notes, no such payment may be required to effect made by the Guarantor upon or in respect of the Guarantee of such acceleration) or upon the expiration of any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon on the earlier of the date of receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from notice or the Representative of the holders date of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company specifying an election to effect a Payment Blockage Period acceleration and ending 179 days thereafter (or earlier if unless such Payment Blockage Period is shall be terminated (A) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to holders of a majority of the Trustee by the Representative outstanding principal amount of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to or their Representatives who delivered such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related Designated Senior Indebtedness of the Company has been repaid in fullnotice). Notwithstanding the provisions described in the immediately preceding sentence (but subject anything herein to the provisions contained contrary, in no event will a Payment Blockage Period extend beyond 179 days from the first sentence of this paragraph), unless the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments date on the Subsidiary Guarantee after the end of which such Payment Blockage Period including any missed paymentswas commenced. The Subsidiary Guarantee shall not be subject to Not more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may be commenced with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive days. No For all purposes of this paragraph, no event of default which exists existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the Representative holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or their Representatives whether or not within a period of 360 consecutive days unless such event of default shall have been cured or waived in writing 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 a an event of default pursuant to any provisions under which a 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) No Subsidiary Guarantor may, direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and no other Person excluding any payment from funds held in trust for the benefit of the Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of such the Company or any Subsidiary Guarantor mayof the Company of principal of, make any payment with respect premium, if any, or interest on the Notes, whether pursuant to the Subsidiary Guarantee or make any deposit terms of the Notes, upon acceleration, pursuant to Article Eight above (collectivelyan Offer to Purchase or otherwise, "pay will be made if, at the Subsidiary Guarantee") if (i) time of such payment, there exists a default in the payment of all or any amount portion of principal, interest or other payments due under the obligations on any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise otherwise, and such default shall not have been cured or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor waived or the Company occurs and benefits of this sentence waived by or on behalf of the maturity holders of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessIndebtedness. In addition, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During during the continuance of any non-payment event of default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or the Company pursuant to which the maturity thereof may be accelerated either immediately without further accelerated, and upon receipt by the Trustee of written notice (except a "Payment Blockage Notice") from the holder or holders of such notice as may Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) will be required made by or on behalf of the Company or any Subsidiary of the Company of principal of, premium, if any, or interest on the Notes, to effect such acceleration) or upon the expiration of any applicable grace periodsHolders, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for during a period (a "Payment Blockage Period") commencing upon on the date of receipt of such notice by the Trustee (with a copy to such Subsidiary Guarantor) and ending 179 days thereafter. Notwithstanding anything in the subordination provisions of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor this Indenture or the Company specifying an election Notes to effect the contrary, (1) in no event will a Payment Blockage Period and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given, (or earlier if such 2) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is terminated in effect and (A3) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may be commenced with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive days. No event of default which exists that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (to the extent the holder of a Subsidiary Guarantor Designated Senior Indebtedness, or the Company under this Section 12.02 shall trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or con- tinuing event of default) may be, or shall 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 Indebtedness or the trustee or agent acting on behalf of such Subsidiary Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days days, unless such event of default shall have has been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and no other Person excluding any payment from funds held in trust for the benefit of the Holders pursuant to Article Nine (a "Defeasance Trust Payment")) by or on behalf of such Subsidiary Guarantor maythe Company of principal of, make any payment with respect premium, if any, or interest on the Notes, whether pursuant to the Subsidiary Guarantee or make any deposit terms of the Notes, upon acceleration, pursuant to Article Eight above (collectivelyan Offer to Purchase, "pay redemption or otherwise, will be made and the Subsidiary Guarantee") if (i) Company may not defease the Notes, if, at the time of such payment or defeasance, there exists a default in the payment of all or any amount portion of principal, interest or other payments due under the obligations on any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise otherwise, and such default shall not have been cured or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor waived or the Company occurs and benefits of this sentence waived by or on behalf of the maturity holders of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessIndebtedness. In addition, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During during the continuance of any non-payment event of default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or the Company pursuant to which the maturity thereof may be accelerated either immediately without further accelerated, and upon receipt by the Trustee of written notice (except a "Payment Blockage Notice") from the holder or holders of such notice as may Designated Senior In- debtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) will be required made by or on behalf of the Company of principal of, premium, if any, or interest on the Notes, whether pursuant to effect the terms of the Notes, upon acceleration, pursuant to an Offer to Purchase, redemption or otherwise to such acceleration) or upon Holders, and the expiration of any applicable grace periods, such Subsidiary Guarantor may Company will not pay defease the Subsidiary Guarantee for Notes during a period (a "Payment Blockage Period") commencing upon on the date of receipt of such notice by the Trustee (with a copy to such Subsidiary Guarantor) and ending 179 days thereafter. Notwithstanding anything in the subordination provisions of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor this Indenture or the Company specifying an election Notes to effect the contrary, (1) in no event will a Payment Blockage Period and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given, (or earlier if such 2) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is terminated in effect and (A3) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may be commenced with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive days. No event of default which exists that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (to the extent the holder of a Subsidiary Guarantor Designated Senior Indebtedness, or the Company under this Section 12.02 shall trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or shall 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 Indebtedness or the trustee or agent acting on behalf of such Subsidiary Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days days, unless such event of default shall have has been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, and no other Person direct or indirect payment by or on behalf of such Subsidiary Guarantor maythe Company of principal of, make any payment with respect premium, if any, or interest on the Notes, whether pursuant to the Subsidiary Guarantee or make any deposit terms of the Notes, upon acceleration, pursuant to Article Eight above an offer to purchase, redemption or otherwise (collectivelyother than in Junior Securities), "pay will be made, if, at the Subsidiary Guarantee") if (i) time of such payment, there exists a default in the payment of all or any amount portion of principal, interest or other payments due under the obligations on any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise otherwise, and such default shall not have been cured or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor waived or the Company occurs and benefits of this sentence waived by or on behalf of the maturity holders of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessIndebtedness. In addition, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During during the continuance of any non-payment event of default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or the Company pursuant to which the maturity thereof may be accelerated either immediately without further accelerated, and upon receipt by the Trustee of written notice (except a "Payment Blockage Notice") from the holder or holders of such notice as may Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or cash equivalents (or such payment shall be required duly provided for in a manner satisfactory to effect such accelerationholders of Senior Indebtedness) or otherwise to the extent holders of Senior Indebtedness in their sole discretion accept satisfaction of amounts due by settlement in other than cash or cash equivalents or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment will be made 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, upon the expiration of any applicable grace periodsacceleration, pursuant to an offer to purchase, redemption or otherwise (other than in Junior Securities) to such Subsidiary Guarantor may not pay the Subsidiary Guarantee for Holders during a period (a "Payment Blockage Period") commencing upon on the date of receipt of such notice by the Trustee (with and ending 179 days thereafter. The Trustee shall deliver a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders Payment Blockage Notice to the Company promptly upon receipt thereof. Notwithstanding anything in the subordination provisions of such Designated Senior Indebtedness of such Subsidiary Guarantor this Indenture or the Company specifying an election Notes to effect the contrary, (1) in no event will a Payment Blockage Period and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given, (or earlier if such 2) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is terminated in effect and (A3) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may be commenced with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive days. No event of default which exists that existed or was continuing on the date of commencement of any Payment Blockage Period (whether or not such event is with respect to the same issue of Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall Indebtedness) may be, or shall 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 Indebtedness or the trustee or agent acting on behalf of such Subsidiary Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days days, unless such event of default shall have has been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor mayThe Company may not, and no other Person on behalf of such Subsidiary Guarantor maythe Company may pay principal of, premium (if any) or interest on the Notes or make any payment other payments with respect to the Subsidiary Guarantee Notes or make any deposit pursuant to the provisions described under Article Eight above and may not repurchase, redeem or otherwise retire any Notes (collectively, "pay the Subsidiary GuaranteeNotes") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has is not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor the Company shall resume making any and all required payments in respect of the Subsidiary GuarantyNotes, including any missed payments. However, a Subsidiary Guarantor the Company may pay the Subsidiary Guarantee Notes without regard to the foregoing if such Subsidiary Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor the Company shall resume making any and all required payments in respect of the Subsidiary GuarantyNotes, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor the Company may not pay the Subsidiary Guarantee Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantorthe Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor the Company from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered)Notice, (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor the Company may resume payments on the Subsidiary Guarantee Notes after the end of such Payment Blockage Period Period, including any missed payments. The Subsidiary Guarantee Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor of the Company during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall be, or shall be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor the Company whether or not within a period of 360 consecutive days unless such 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and no other Person excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Nine (a "DEFEASANCE TRUST PAYMENT")) by or on behalf of such Subsidiary Guarantor maythe Company of principal of, make any payment with respect premium, if any, or interest on the Notes, whether pursuant to the Subsidiary Guarantee or make any deposit terms of the Notes, upon acceleration, pursuant to Article Eight above (collectivelyan Offer to Purchase or otherwise, "pay shall be made if, at the Subsidiary Guarantee") if (i) time of such payment, there exists a default in the payment of all or any amount portion of principal, interest or other payments due under the obligations on any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise otherwise, and such default shall not have been cured or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor waived or the Company occurs and benefits of this sentence waived by or on behalf of the maturity holders of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessIndebtedness. In addition, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During during the continuance of any non-payment event of default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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 accelerated, and upon the expiration of any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage NoticePAYMENT BLOCKAGE NOTICE") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such event of default from has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the Representative benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made by or on behalf of the Company of principal of, premium, if any, or interest on the Notes, to such Holders, during a period (a "PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt of such Subsidiary Guarantor notice by the Trustee and ending 179 days thereafter; PROVIDED HOWEVER, that so long as any Indebtedness remains outstanding under the Restructured Credit Facility or any replacement, renewal, refinancing or extension thereof, no Payment Blockage Notice may be initiated to block payment of principal or interest on the Company specifying an election Notes pursuant to effect the terms of this Section 8.02(a) except by the Administrative Agent (or similar authorized party) under the Restructured Credit Facility or any replacement, renewal, refinancing or extension thereof. Notwithstanding anything herein or in the Notes to the contrary, (x) in no event shall a Payment Blockage Period and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given, (or earlier if such y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is terminated in effect and (Az) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may be commenced with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive days. No event of default which exists that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (to the extent the holder of a Subsidiary Guarantor Designated Senior Indebtedness, or the Company under this Section 12.02 shall trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or shall 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 Indebtedness or the trustee or agent acting on behalf of such Subsidiary Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days days, unless such event of default shall have has been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor may, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the Subsidiary Guarantee") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has is not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered)Notice, (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall be, or shall be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor whether or not within a period of 360 consecutive days unless such default shall have been cured or waived in writing 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 a default pursuant to any provisions under which 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) No Subsidiary Guarantor may, direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and no other Person excluding any payment from funds held in trust for the benefit of Holders pursuant to Article Nine (a "DEFEASANCE TRUST PAYMENT")) by or on behalf of such Subsidiary Guarantor maythe Company of principal of, make any payment with respect premium, if any, or interest on the Notes, whether pursuant to the Subsidiary Guarantee or make any deposit terms of the Notes, upon acceleration, pursuant to Article Eight above (collectivelyan Offer to Purchase or otherwise, "pay shall be made if, at the Subsidiary Guarantee") if (i) time of such payment, there exists a default in the payment of all or any amount portion of principal, interest or other payments due under the obligations on any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period Indebtedness, whether at maturity, upon redemptionon account of mandatory redemption or prepayment, by declaration acceleration or otherwise otherwise, and such default shall not have been cured or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor waived or the Company occurs and benefits of this sentence waived by or on behalf of the maturity holders of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessIndebtedness. In addition, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the foregoing if such Subsidiary Guarantor and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During during the continuance of any non-payment event of default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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 accelerated, and upon the expiration of any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage NoticePAYMENT BLOCKAGE NOTICE") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, then, unless and until such event of default from has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the Representative benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) shall be made by or on behalf of the Company of principal of, premium, if any, or interest on the Notes, to such Holders, during a period (a "PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt of such Subsidiary Guarantor notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Company specifying an election Notes to effect the contrary, (x) in no event shall a Payment Blockage Period and ending extend beyond 179 days thereafter from the date the Payment Blockage Notice in respect thereof was given, (or earlier if such y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is terminated in effect and (Az) by written notice to the Trustee and such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults may be commenced with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor the Notes during such periodany period of 360 consecutive days. No event of default which exists that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (to the extent the holder of a Subsidiary Guarantor Designated Senior Indebtedness, or the Company under this Section 12.02 shall trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or shall 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 Indebtedness or the trustee or agent acting on behalf of such Subsidiary Guarantor Designated Senior Indebtedness, whether or not within a period of 360 consecutive days days, unless such event of default shall have has been cured or waived in writing 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose)days.

No Payment on Notes in Certain Circumstances. (a) No Subsidiary Guarantor mayIf any default occurs and is continuing in the payment when due, and no other Person on behalf of such Subsidiary Guarantor may, make any payment with respect to the Subsidiary Guarantee or make any deposit pursuant to Article Eight above (collectively, "pay the Subsidiary Guarantee") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or (ii) regularly accruing fees with respect to, any Guarantor Designated Senior Debt of any Guarantor, no payment of any kind or character shall be made by, or on behalf of, such Guarantor or any other Person on its or their behalf with respect to any Guarantee Obligations, or to acquire any of the Notes for cash or property or otherwise. In addition, if any other event of default on Designated occurs and is continuing with respect to any Guarantor Senior Indebtedness Debt of such Subsidiary Guarantor, as such event of default is defined in the instrument creating or evidencing such Guarantor or Senior Debt of such Guarantor, permitting the Company occurs and holders of such Guarantor Senior Debt of such Guarantor then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Guarantor Senior Debt of such Designated Senior Indebtedness is accelerated in accordance with its terms unlessGuarantor gives notice of the event of default to the Trustee (a “Guarantor Default Notice”), in either casethen, the unless and until all events of default has have been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor shall resume making any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. However, a Subsidiary Guarantor may pay the Subsidiary Guarantee without regard have ceased to the foregoing if such Subsidiary Guarantor and exist or the Trustee receive written receives notice approving such payment thereof from the Representative for the respective issue of Guarantor Senior Debt of such Guarantor terminating the Designated Senior Indebtedness guaranteed by Guarantor Blockage Period (as defined below), during the 179 days after the delivery of such Subsidiary Guarantor with respect to which either of Default Notice (the events set forth in clause “Guarantor Blockage Period”), neither such Guarantor nor any other Person on its behalf shall (ix) or (ii) of the immediately preceding sentence has occurred and is continuing, after which such Subsidiary Guarantor shall resume making make any and all required payments in respect of the Subsidiary Guaranty, including any missed payments. During the continuance payment of any default (other than a default described in clause (i) kind or (ii) of the second preceding sentence) character with respect to any Designated Senior Indebtedness Guarantee Obligations or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Subsidiary Guarantor or Blockage Period extend beyond 180 days from the Company pursuant to which date the maturity thereof payment on the Notes was due and only one such Guarantor Blockage Period may be accelerated either immediately without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of commenced within any applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor may resume payments on the Subsidiary Guarantee after the end of such Payment Blockage Period including any missed payments. The Subsidiary Guarantee shall not be subject to more than one Payment Blockage Period in any 360 consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during such perioddays. No event of default which exists existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness Debt of a Subsidiary such Guarantor or the Company under this Section 12.02 shall be, or shall be made, the basis for the commencement of a second Guarantor Blockage Period by the Representative of such Designated Guarantor Senior Indebtedness Debt of such Subsidiary Guarantor 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 (it being acknowledged that any subsequent action, action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantor Blockage Period that, in either case, would give rise to a an event of default pursuant to any provisions under which a 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. (a1) No Subsidiary Guarantor mayThe Company may not, and no other Person on behalf of such Subsidiary Guarantor maythe Company may pay principal of, premium (if any) or interest on the Notes or make any payment other payments with respect to the Subsidiary Guarantee Notes or make any deposit pursuant to the provisions described under Article Eight above and may not repurchase, redeem or otherwise retire any Notes (collectively, "pay the Subsidiary GuaranteeNotes") if (i) any amount of principal, interest or other payments due under any Designated Senior Indebtedness of such Subsidiary Guarantor or the Company has not been paid when due beyond any applicable grace period whether at maturity, upon redemption, by declaration or otherwise or (ii) any other default on Designated Senior Indebtedness of such Subsidiary Guarantor or the Company occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived in writing and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full, after which such Subsidiary Guarantor the Company shall resume making any and all required payments in respect of the Subsidiary GuarantyNotes, including any missed payments. However, a Subsidiary Guarantor the Company may pay the Subsidiary Guarantee Notes without regard to the foregoing if such Subsidiary Guarantor the Company and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor 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 such Subsidiary Guarantor the Company shall resume making any and all required payments in respect of the Subsidiary GuarantyNotes, including any missed payments. During the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Subsidiary Guarantor or 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, such Subsidiary Guarantor the Company may not pay the Subsidiary Guarantee Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to such Subsidiary Guarantorthe Company) of written notice (a "Blockage Notice") of such default from the Representative of the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the 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 such Subsidiary Guarantor the Company from the Person or Persons who gave such Blockage Notice (solely as evidenced by written notice to the Trustee by the Representative of such Designated Senior Indebtedness which notice shall be promptly delivered), (B) because the default giving rise to such Blockage Notice is no longer continuing or (C) because such Designated Senior Indebtedness of such Subsidiary Guarantor and the related 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 the holders of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company or the Representative of such holders has accelerated the maturity of such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary Guarantor the Company may resume payments on the Subsidiary Guarantee Notes after the end of such Payment Blockage Period Period, including any missed payments. The Subsidiary Guarantee Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor of the Company during such period. No default which exists or was continuing on the date of commencement of any Blockage Period with respect to the Designated Senior Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02 shall be, or shall be made, the basis for the commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness of such Subsidiary Guarantor the Company whether or not within a period of 360 consecutive days unless such 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 a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose).