Common use of Suspension of Payment When Senior Indebtedness in Default Clause in Contracts

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness (the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company Issuers or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company Issuers being subordinated to the payment of the Notes by the CompanyIssuers) may be made by or on behalf of the Company Issuers or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company Issuers or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness under or in respect of the Senior Credit Facility, for so long as there shall exist any Designated Senior Indebtedness under or in respect of the Senior Credit Facility, and, thereafter, the holders of Designated Senior Indebtedness (in either such case, the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company Issuers shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default on Designated Senior Indebtedness, the occurrence of a Non-Payment Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, or if any judicial proceeding is pending to determine whether any such default has occurred, no payment or distribution of any assets or securities of the Company Issuer (or any Restricted Subsidiary of the Issuer) of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company Issuer being subordinated to the payment of the Notes by the CompanyIssuer) may be made by or on behalf of the Company Issuer (or any Restricted SubsidiarySubsidiary of the Issuer), including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on any of the Notes, Subordinated Obligations or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any no holder or owner of any Notes shall take or receive from the Company Issuer or any Restricted SubsidiarySubsidiary of the Issuer, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative any of the holders of Designated Senior Indebtedness Subordinated Obligations (the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its termsand, and in any such event, such prohibition shall continue continue) until such Payment Default is cured, waived in writing or ceases to exist or such judicial proceeding shall be discharged, vacated or settled, such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effecteffect and, subject to the provisions of the following paragraph (b), the Company Issuer shall resume making any and all required payments in respect of the NotesSubordinated Obligations, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted Subsidiaryof its Subsidiaries, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any no holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiaryof its Subsidiaries, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of, for so long as there shall exist any Designated Senior Indebtedness under or in respect of the Senior Credit Facility, the holders of Designated Senior Indebtedness under or in respect of the Senior Credit Facility or, thereafter, the holders of Designated Senior Indebtedness (in either such case, the "RepresentativeREPRESENTATIVE") to Purchasers on behalf of the Trustee Holders of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and (in the case of this clause (ii)) the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b)) , the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default Default, no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted Subsidiaryof its Subsidiaries, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance or other acquisition of the NotesNotes (other than from a trust previously established pursuant to Section 9.04 hereof), and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiaryof its Subsidiaries, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of, for so long as there shall exist any Designated Senior Indebtedness under or in respect of the Senior Credit Facility, the holders of Designated Senior Indebtedness under or in respect of the Senior Credit Facility or, thereafter, the holders of Designated Senior Indebtedness (in either such case, the "RepresentativeREPRESENTATIVE") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and (in the case of this clause (ii)) the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of Neither the Company nor any Guarantor shall make, directly or any Restricted Subsidiary of any kind or character indirectly, (including, without limitation, cash, property and x) any payment upon or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment in respect of the Notes (except in Permitted Junior Securities or from the trust described in Article 8 hereof) or (y) acquire any of the Notes for cash or property or otherwise or make any other distribution with respect to the Notes if (i) any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any amount of any Designated Senior Indebtedness (a "Payment Default") or (ii) any other default occurs and is continuing with respect to Designated Senior Indebtedness (a "Non-Payment Default") that permits holders of, or the Company) may be made by trustee or agent on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal holders of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (the a "RepresentativePayment Blockage Notice") to from the Trustee trustee or agent on behalf of written notice holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed (ia) in the occurrence case of a Payment Default Default, upon the date on Designated Senior Indebtedness which such default is cured or waived and (iib) the occurrence in case of a Non-Payment Event Default, the earlier of the date on which such Non-Payment Default is cured or waived or 179 days after the date on Designated Senior Indebtedness which the applicable Payment Blockage Notice is received, unless a Payment Default has occurred and is continuing, including as a result of the acceleration of the maturity of any Designated Senior Indebtedness in accordance with its termsIndebtedness. After a Payment Blockage Notice is given for a Non-Payment Default, and in any such event, such prohibition shall continue until such no new period of payment blockage for a Non-Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall may be deemed to affect commenced unless and until (i) 360 days have elapsed since the right effectiveness of the Holders to receive solely from the funds deposited in trust pursuant to clause immediately prior Payment Blockage Notice and (1ii) all scheduled payments of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal ofprincipal, premium, if any, and interest and Additional Interest, if any, on the Notes that have come due have been paid in connection with full in cash. No Non-Payment Default that existed or was continuing on the date of delivery of any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such Non-Payment Default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of delivery of any Payment Blockage Notice which, in either case, would give rise to a default pursuant to any provision under which a default previously existed or was continuing shall constitute a new default for this purpose). Each Holder by its acceptance of a Note irrevocably agrees that if any payment or payments shall be made pursuant to this Indenture by the Company or a Guarantor and the amount or total amount of such payment or payments exceeds the amount, if any, that such Holder would be entitled to receive upon the proper application of the subordination provisions of the following paragraph (b)this Indenture, the Company payment of such excess amount shall resume making any be deemed null and all required payments in respect void, and the Holder agrees that it will be obligated to return the amount of the Notesexcess payment to the Trustee, including any missed paymentsas instructed in a written notice of such excess payment, within ten days of receiving such notice.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness under or in respect of the Senior Credit Facility and, thereafter, the holders of Designated Senior Indebtedness (in either such case, the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness Indebt- edness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness (the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof shall be applicableIf any default occurs and is continuing in the payment when due, after the occurrence whether at maturity, upon any redemption, by declaration or otherwise, of a Payment Default any principal or, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Indebtedness, no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may shall be made by or on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way other Person on its or their behalf with respect to any Obligations on the Securities or to acquire any of set-off the Securities for cash or property or otherwise, for or on account of principal of, premium. In addition, if anyany other event of default occurs and is continuing with respect to any Designated Senior Indebtedness, as such event of default is defined in the instrument creating or interest on the Notesevidencing such Designated Senior Indebtedness, or for or on account of the purchase, redemption, defeasance or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of permitting the holders of such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Indebtedness (gives notice of the "Representative") event of default to the Trustee (a "Default Notice") then, unless -------------- and until all events of written notice of (i) the occurrence of a Payment Default on default with respect to such Designated Senior Indebtedness have been cured (if capable of being cured) or (ii) waived in writing or have ceased to exist or the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and Trustee receives notice thereof from the acceleration of Representative for the maturity respective issue of Designated Senior Indebtedness in accordance terminating the Blockage Period (as defined below), during the 179 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company --------------- nor any other Person on its behalf shall (x) make any payment of any kind or character with its terms, and in respect to any such event, such prohibition shall continue until such Payment Default is cured, waived in writing Obligations on the Securities or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right (y) acquire any of the Holders Securities for cash or property or otherwise. Notwithstanding anything herein to receive solely the contrary, in no event will a Blockage Period extend beyond 179 days from the funds deposited in trust pursuant to clause (1) date the payment on the Securities was due and only one such Blockage Period may be commenced within any 360 consecutive days. No event of Section 9.4 hereof prior to default which existed or was continuing on the date of such Payment Default and as more fully set forth in such Section payments or distributions in the commencement of any Blockage Period with respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b)Designated Senior Indebtedness shall be, or be made, the Company basis for commencement of a second Blockage Period by the Representative of such Designated Senior Indebtedness whether or not within a period of 360 consecutive days, unless such event of default shall resume making have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any and all required payments subsequent action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in respect either case, would give rise to an event of the Notes, including default pursuant to any missed paymentsprovisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof 1402 shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of neither the Company nor any Subsidiary Guarantor shall make, directly or any Restricted Subsidiary of any kind or character indirectly, (including, without limitation, cash, property and x) any payment upon or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment in respect of the Notes (except in Permitted Junior Securities or from the trust described under Article Thirteen) or (y) acquire any of the Notes for cash or property or otherwise or make any other distribution with respect to the Notes if (i) any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any amount of any Designated Senior Indebtedness (a "Payment Default") or (ii) any other default occurs and is continuing with respect to Designated Senior Indebtedness (a "Non-Payment Default") that permits holders of, or the Company) may be made by trustee or agent on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal holders of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (the a "RepresentativePayment Blockage Notice") to from the Trustee trustee or agent on behalf of written notice holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed (ia) in the occurrence case of a Payment Default Default, upon the date on Designated Senior Indebtedness which such default is cured or waived and (iib) the occurrence in case of a Non-Payment Event Default, the earlier of the date on which such Non-Payment Default is cured or waived or 179 days after the date on Designated Senior Indebtedness which the applicable Payment Blockage Notice is received, unless a Payment Default has occurred and is continuing, including as a result of the acceleration of the maturity of any Designated Senior Indebtedness in accordance with its termsIndebtedness. After a Payment Blockage Notice is given for a Non-Payment Default, and in any such event, such prohibition shall continue until such no new period of payment blockage for a Non-Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall may be deemed to affect commenced unless and until (i) 360 days have elapsed since the right effectiveness of the Holders to receive solely from the funds deposited in trust pursuant to clause immediately prior Payment Blockage Notice and (1ii) all scheduled payments of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal ofprincipal, premium, if any, and interest and Additional Interest, if any, on the Notes that have come due have been paid in connection with full in cash. No Non-Payment Default that existed or was continuing on the date of delivery of any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such Non-Payment Default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of delivery of any Payment Blockage Notice which, in either case, would give rise to a default pursuant to any provision under which a default previously existed or was continuing shall constitute a new default for this purpose). Each Holder by its acceptance of a Note irrevocably agrees that if any payment or payments shall be made pursuant to this Indenture by the Company or a Subsidiary Guarantor and the amount or total amount of such payment or payments exceeds the amount, if any, that such Holder would be entitled to receive upon the proper application of the subordination provisions of the following paragraph (b)this Indenture, the Company payment of such excess amount shall resume making any be deemed null and all required payments in respect void, and the Holder agrees that it will be obligated to return the amount of the Notesexcess payment to the Trustee, including any missed paymentsas instructed in a written notice of such excess payment, within ten days of receiving such notice.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof 1402 shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of neither the Company nor any Subsidiary Guarantor shall make, directly or any Restricted Subsidiary of any kind or character indirectly, (including, without limitation, cash, property and x) any payment upon or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment in respect of the Notes (except in Permitted Junior Securities or from the trust described under Article Thirteen) or (y) acquire any of the Notes for cash or property or otherwise or make any other distribution with respect to the Notes if (i) any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any amount of any Designated Senior Indebtedness (a "Payment Default") or (ii) any other default occurs and is continuing with respect to Designated Senior Indebtedness (a "Non-Payment Default") that permits holders of, or the Company) may be made by trustee or agent on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal holders of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (the a "RepresentativePayment Blockage Notice") to from the Trustee trustee or agent on behalf of written notice holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed (ia) in the occurrence case of a Payment Default Default, upon the date on Designated Senior Indebtedness which such default is cured or waived and (iib) the occurrence in case of a Non-Payment Event Default, the earlier of the date on which such Non-Payment Default is cured or waived or 179 days after the date on Designated Senior Indebtedness which the applicable Payment Blockage Notice is received, unless a Payment Default has occurred and is continuing, including as a result of the acceleration of the maturity of any Designated Senior Indebtedness in accordance with its termsIndebtedness. After a Payment Blockage Notice is given for a Non-Payment Default, and in any such event, such prohibition shall continue until such no new period of payment blockage for a Non-Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall may be deemed to affect commenced unless and until (i) 360 days have elapsed since the right effectiveness of the Holders to receive solely from the funds deposited in trust pursuant to clause immediately prior Payment Blockage Notice and (1ii) all scheduled payments of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal ofprincipal, premium, if any, and interest and Liquidated Damages, if any, on the Notes that have come due have been paid in connection with full in cash. No Non-Payment Default that existed or was continuing on the date of delivery of any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such Non-Payment Default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a 107 period commencing after the date of delivery of any Payment Blockage Notice which, in either case, would give rise to a default pursuant to any provision under which a default previously existed or was continuing shall constitute a new default for this purpose). Each Holder by its acceptance of a Note irrevocably agrees that if any payment or payments shall be made pursuant to this Indenture by the Company or a Subsidiary Guarantor and the amount or total amount of such payment or payments exceeds the amount, if any, that such Holder would be entitled to receive upon the proper application of the subordination provisions of the following paragraph (b)this Indenture, the Company payment of such excess amount shall resume making any be deemed null and all required payments in respect void, and the Holder agrees that it will be obligated to return the amount of the Notesexcess payment to the Trustee, including any missed paymentsas instructed in a written notice of such excess payment, within ten days of receiving such notice.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of , for so long as there shall exist any Designated Senior Indebtedness under or in respect of the Amended Credit Agreement, the holders of Designated Senior Indebtedness under or in respect of the Amended Credit Agreement or, thereafter, the holders of Designated Senior Indebtedness (in either such case, the "Representative") to the Trustee of written notice of (i) the occurrence 101 -93- of a Payment Default on or Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of , for so long as there shall exist any Designated Senior Indebtedness under or in respect of the Credit Agreement, the holders of Designated Senior Indebtedness under 104 -96- or in respect of the Credit Agreement or, thereafter, the holders of Designated Senior Indebtedness (in either such case, the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on or Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after upon the occurrence of a Payment Default on Designated Senior Indebtedness, no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted SubsidiarySubsidiary of the Company, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the any Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted SubsidiarySubsidiary of the Company, directly or indirectly in any manner, payment in respect of all or any portion of Notes following commencing on the delivery date of receipt by the Trustee of written notice from the representative of the holders of Designated Senior Indebtedness (the "Representative") to the Trustee of written notice of (i) the occurrence of a such Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its termsDefault, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasanceexist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph clause (b)) of this Section 11.03, the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any 103 -96- portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness under or in respect of the Senior Credit Facility and, thereafter, the holders of Designated Senior Indebtedness (in either such case, the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 10.02 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes Securities by the Company) may be made by or on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the NotesSecurities, or for or on account of the purchase, redemption, defeasance or other acquisition of the NotesSecurities, and neither the Trustee nor any holder or owner of any Notes Securities shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes Securities following the delivery by the representative of the holders of Designated Senior Indebtedness Debt (the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness Debt or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness Debt and the acceleration of the maturity of Designated Senior Indebtedness Debt in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 9.04 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes Securities in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company shall resume making any and all required payments in respect of the NotesSecurities, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof 10.02 shall be applicable, after upon the occurrence of a Payment Default on Designated Senior Indebtedness, no payment or distribution (other than a payment or distribution in the form of any assets Permitted Junior Securities or securities of amounts previously deposited in trust in accordance with the Company or any Restricted Subsidiary defeasance provisions described under Article IX) of any kind or character (including, without limitation, cash, property and any payment or distribution which that may be payable or deliverable by reason of the payment of any other Indebtedness of the Company Issuer being subordinated to the payment of the Notes by the CompanyIssuer) may be made by or on behalf of the Company Issuer or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the any Notes, and neither the Trustee nor any holder Holder or owner of any Notes shall take or receive from the Company Issuer or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following commencing on the delivery date of receipt by the Trustee of written notice from the representative of the holders of Designated Senior Indebtedness (the "“Representative"”) to the Trustee of written notice of (i) the occurrence of a such Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its termsDefault, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or otherwise ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasanceexist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b)paragraph, the Company Issuer shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of , for so long as there shall exist any Designated Senior Indebtedness under or in respect of the Credit Agreement, the holders of Designated Senior Indebtedness under or in respect of the Credit Agreement or, thereafter, the holders of Designated Senior Indebtedness (in either such case, the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on or Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof 10.02 shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of neither the Company nor any Guarantor shall make, directly or any Restricted Subsidiary of any kind or character indirectly, (including, without limitation, cash, property and x) any payment upon or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment in respect of the Notes (except in Permitted Junior Securities or from the trust described under Article 8) or (y) acquire any of the Notes for cash or property or otherwise or make any other distribution with respect to the Notes if (i) any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any amount of any Designated Senior Indebtedness (a "Payment Default") or (ii) any other default occurs and is continuing with respect to Designated Senior Indebtedness (a "Non-Payment Default") that permits holders of, or the Company) may be made by trustee or agent on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal holders of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (the a "RepresentativePayment Blockage Notice") to from the Trustee trustee or agent on behalf of written notice holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed (ia) in the occurrence case of a Payment Default Default, upon the date on Designated Senior Indebtedness which such default is cured or waived and (iib) the occurrence in case of a Non-Payment Event Default, the earlier of the date on which such Non-Payment Default is cured or waived or 179 days after the date on Designated Senior Indebtedness which the applicable Payment Blockage Notice is received, unless a Payment Default has occurred and is continuing, including as a result of the acceleration of the maturity of any Designated Senior Indebtedness in accordance with its termsIndebtedness. After a Payment Blockage Notice is given for a Non-Payment Default, and in any such event, such prohibition shall continue until such no new period of payment blockage for a Non-Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall may be deemed to affect commenced unless and until (i) 360 days have elapsed since the right effectiveness of the Holders to receive solely from the funds deposited in trust pursuant to clause immediately prior Payment Blockage Notice and (1ii) all scheduled payments of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal ofprincipal, premium, if any, and interest on the Notes that have come due have been paid in connection with full in cash. No Non-Payment Default that existed or was continuing on the date of delivery of any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such Non-Payment Default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of delivery of any Payment Blockage Notice which, in either case, would give rise to a default pursuant to any provision under which a default previously existed or was continuing shall constitute a new default for this purpose). Each Holder by its acceptance of a Note irrevocably agrees that if any payment or payments shall be made pursuant to this Indenture by the Company or a Guarantor and the amount or total amount of such payment or payments exceeds the amount, if any, that such Holder would be entitled to receive upon the proper application of the subordination provisions of the following paragraph (b)this Indenture, the Company payment of such excess amount shall resume making any be deemed null and all required payments in respect void, and the Holder agrees that it will be obligated to return the amount of the Notesexcess payment to the Trustee, including any missed paymentsas instructed in a written notice of such excess payment, within ten days of receiving such notice.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof 1402 shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of neither the Company nor any Subsidiary Guarantor shall make, directly or any Restricted Subsidiary of any kind or character indirectly, (including, without limitation, cash, property and x) any payment upon or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment in respect of the Notes (except in Permitted Junior Securities or from the trust described under Article Thirteen) or (y) acquire any of the Notes for cash or property or otherwise or make any other distribution with respect to the Notes if (i) any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any amount of any Designated Senior Indebtedness (a "Payment Default") or (ii) any other default occurs and is continuing with respect to Designated Senior Indebtedness (a "Non-Payment Default") that permits holders of, or the Company) may be made by trustee or agent on behalf of the Company or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal holders of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (the a "RepresentativePayment Blockage Notice") to from the Trustee trustee or agent on behalf of written notice holders of any Designated Senior Indebtedness. Payments on the Notes may and shall be resumed (ia) in the occurrence case of a Payment Default Default, upon the date on Designated Senior Indebtedness which such default is cured or waived and (iib) the occurrence in case of a Non-Payment Event Default, the earlier of the date on which such Non-Payment Default is cured or waived or 179 days after the date on Designated Senior Indebtedness which the applicable Payment Blockage Notice is received, unless a Payment Default has occurred and is continuing, including as a result of the acceleration of the maturity of any Designated Senior Indebtedness in accordance with its termsIndebtedness. After a Payment Blockage Notice is given for a Non-Payment Default, and in any such event, such prohibition shall continue until such no new period of payment blockage for a Non-Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall may be deemed to affect commenced unless and until (i) 360 days have elapsed since the right effectiveness of the Holders to receive solely from the funds deposited in trust pursuant to clause immediately prior Payment Blockage Notice and (1ii) all scheduled payments of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal ofprincipal, premium, if any, and interest and Liquidated Damages, if any, on the Notes that have come due have been paid in connection with full in cash. No Non-Payment Default that existed or was continuing on the date of delivery of any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such Non-Payment Default shall have been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants for a period commencing after the date of delivery of any Payment Blockage Notice which, in 107 either case, would give rise to a default pursuant to any provision under which a default previously existed or was continuing shall constitute a new default for this purpose). Each Holder by its acceptance of a Note irrevocably agrees that if any payment or payments shall be made pursuant to this Indenture by the Company or a Subsidiary Guarantor and the amount or total amount of such payment or payments exceeds the amount, if any, that such Holder would be entitled to receive upon the proper application of the subordination provisions of the following paragraph (b)this Indenture, the Company payment of such excess amount shall resume making any be deemed null and all required payments in respect void, and the Holder agrees that it will be obligated to return the amount of the Notesexcess payment to the Trustee, including any missed paymentsas instructed in a written notice of such excess payment, within ten days of receiving such notice.

Suspension of Payment When Senior Indebtedness in Default. (ai) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default on Designated Senior Indebtedness, the occurrence of a Non-Payment Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, or if any judicial proceeding is pending to determine whether any such default has occurred, no payment or distribution of any assets or securities of the Company (or any Restricted Subsidiary of the Company) of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes by the Company) may be made by or on behalf of the Company (or any Restricted SubsidiarySubsidiary of the Company), including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on any of the Notes, Subordinated Obligations or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any no holder or owner of any Notes shall take or receive from the Company or any Restricted SubsidiarySubsidiary of the Company, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative any of the holders of Designated Senior Indebtedness Subordinated Obligations (the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its termsand, and in any such event, such prohibition shall continue continue) until such Payment Default is cured, waived in writing or ceases to exist or such judicial proceeding shall be discharged, vacated or settled, such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effecteffect and, subject to the provisions of the following paragraph (bii), the Company shall resume making any and all required payments in respect of the NotesSubordinated Obligations, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 hereof 12.02 shall be applicable, after upon the occurrence of a Payment Default on Designated Senior Indebtedness of the Issuers, no payment or distribution (other than from the trust described in Section 9.01 or Section 9.04) of any assets or securities of the Company or any Restricted Subsidiary Issuers of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company Issuers being subordinated to the payment of the Notes by the CompanyIssuers) may shall be made by or on behalf of the Company or any Restricted SubsidiarySubsidiary of the Company, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, any obligations under the Notes or interest on the Notesthis Indenture, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes Holder shall take or receive from the Company or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of the Notes following commencing on the delivery date of receipt by the representative Trustee of written notice ("PAYMENT BLOCKAGE NOTICE") from the Representative of the holders of such Designated Senior Indebtedness (the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its termsDefault, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing in accordance with the terms of such Designated Senior Indebtedness or otherwise ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasanceexist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company Issuers shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company Issuers or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company Issuers being subordinated to the payment of the Notes by the CompanyIssuers) may be made by or on behalf of the Company Issuers or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company Issuers or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness (the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its termsDefault, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasanceexist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company Issuers shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets or securities of the Company Issuers or any Restricted Subsidiary of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of 100 -92- any other Indebtedness of the Company Issuers being subordinated to the payment of the Notes by the CompanyIssuers) may be made by or on behalf of the Company Issuers or any Restricted Subsidiary, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, or interest on the Notes, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the Notes, and neither the Trustee nor any holder or owner of any Notes shall take or receive from the Company Issuers or any Restricted Subsidiary, directly or indirectly in any manner, payment in respect of all or any portion of Notes following the delivery by the representative of the holders of Designated Senior Indebtedness under or in respect of the Senior Credit Facility, for so long as there shall exist any Designated Senior Indebtedness under or in respect of the Senior Credit Facility, and, thereafter, the holders of Designated Senior Indebtedness (in either such case, the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its terms, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasance. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company Issuers shall resume making any and all required payments in respect of the Notes, including any missed payments.

Suspension of Payment When Senior Indebtedness in Default. (a) Unless Section 11.2 11.02 hereof shall be applicable, after the occurrence of a Payment Default no payment or distribution of any assets (other than a payment or securities of distribution from the Company or any Restricted Subsidiary trust described in Section 9.04) of any kind or character (including, without limitation, cash, property Property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Company any Issuer being subordinated to the payment of the Notes by the Companysuch Issuer) may be made by or on behalf of the Company such Issuer or any Restricted SubsidiarySubsidiary of such Issuer, including, without limitation, by way of set-off or otherwise, for or on account of principal of, premium, if any, the Notes or interest on of any Obligations under the Notes, the Registration Rights Agreement or this Indenture, or for or on account of the purchase, redemption, defeasance redemption or other acquisition of the any Notes, and neither the Trustee nor any holder or owner of any Notes Holder shall take or receive from the Company such Issuer or any Restricted SubsidiarySubsidiary of such Issuer, directly or indirectly in any manner, payment in respect of all or any portion of Notes following or of any Obligations under the delivery Notes, the Registration Rights Agreement or this Indenture, or for or on account of the purchase, redemption or other acquisition of any Notes commencing on the date of receipt by the Trustee of written notice from the representative of the holders of Designated Senior Indebtedness (the "Representative") to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness and the acceleration of the maturity of Designated Senior Indebtedness in accordance with its termsDefault, and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured; provided that -------- nothing in this sentence shall be deemed to affect the right of the Holders to receive solely from the funds deposited in trust pursuant to clause (1) of Section 9.4 hereof prior to the date of such Payment Default and as more fully set forth in such Section payments or distributions in respect of the principal of, premium, if any, and interest on the Notes in connection with any Legal Defeasance or Covenant Defeasanceexist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of the following paragraph (b), the Company such Issuer shall resume making any and all required payments in respect of the Notes, including any missed payments.