Common use of Default on Designated Senior Indebtedness of a Guarantor Clause in Contracts

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “pay its Guarantee”) if: (1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, or (2) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1) or (2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (1) or (2) of the preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “Guarantee Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness 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 (i) by written notice to the Trustee, such Guarantor and the Company from the Person or Persons who gave such Guarantee Blockage Notice; (ii) by repayment in full in cash of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default exists, such Guarantor may resume payments on its Guarantee after the end of such Guarantee Payment Blockage Period (including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. In no event, however, may the total number of days during which any Guarantee Payment Blockage Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or otherwise purchaserepurchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (ashares of stock and debt securities as contemplated by, and permitted under, Section 12.02(b)) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “"pay its Senior Subordinated Guarantee”") if: if (1a) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any such Designated Senior Indebtedness of such Guarantor is not paid when due, or or (2b) any other default on such Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Designated Senior Indebtedness has been paid in full in cashcash or Cash Equivalents; provided, however, that such Guarantor may pay its Senior Subordinated Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1a) or (2b) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (1a) or (2b) of the preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Senior Subordinated Guarantee for a period (a “"Guarantee Payment Blockage Period”") commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “"Guarantee Blockage Notice”") of such default from the Representative of the holders of such Designated Senior Indebtedness 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 (i) by written notice to the Trustee, Trustee (with a copy to such Guarantor and the Company Company) from the Person or Persons who gave such Guarantee Blockage Notice; , (ii) by repayment because such Designated Senior Indebtedness has been repaid in full in cash of such Designated Senior Indebtedness; or Cash Equivalents or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsIndebtedness, such Guarantor may resume payments on to paying its Senior Subordinated Guarantee after the end of such Guarantee Payment Blockage Period (Period, including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period. In no event; provided, however, that if any Guarantee Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness of such Guarantor other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give one additional Guarantee Blockage Notice within such period; provided further, however, that in no event may the total number of days during which any Guarantee Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or and may not otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “"pay its Guarantee”") if: if (1i) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, or or (2ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cash; provided, howeverfull. However, such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1i) or (2ii) of this the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (1i) or (2ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Guarantee for a period (a “"Guarantee Payment Blockage Period”") commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “"Guarantee Blockage Notice”") of such default from the Representative of the holders of such Designated Senior Indebtedness 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 (i) by written notice to the Trustee, Trustee (with a copy to such Guarantor and the Company Company) from the Person or Persons who gave such Guarantee Blockage Notice; , (ii) by repayment in full in cash of because such Designated Senior Indebtedness; Indebtedness has been repaid in full or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b)12.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsIndebtedness, such Guarantor may resume payments on its Guarantee after the end of such Guarantee Payment Blockage Period (Period, including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period. In no event, however, may the total number of days during which any Guarantee Payment Blockage Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

Default on Designated Senior Indebtedness of a Guarantor. (a) A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or and may not otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 Notes (collectively, “pay its Guarantee”) if: if (1i) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, or or (2ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cash; provided, however. However, such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of each series of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1i) or (2ii) of this the immediately preceding sentence has occurred and is continuing. During In addition to the foregoing, during the continuance of any default (other than a default described in clause (1i) or (2ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated (x) immediately without further notice (except such notice as may be required to effect such acceleration) or (y) upon the expiration of any applicable grace periods, such no Guarantor may not pay its Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “Guarantee Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending on the earliest to occur of the following events: (1) 179 days thereafter shall have elapsed since the receipt of such Guarantee Blockage Notice; (or earlier if 2) such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, such Guarantor Trustee and the Company from the Person or Persons who gave such Guarantee Blockage Notice; (ii3) by the repayment in full in cash of such defaulted Designated Senior Indebtedness; or (iii4) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b)12.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsIndebtedness, such Guarantor may resume payments payment on its Guarantee Guarantee, after the end of such Guarantee Payment Blockage Period (including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such periodPeriod. In no event, however, event may the total number of days during which any Guarantee Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03provision, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days days. (it being understood that any subsequent action b) After the occurrence of an Event of Default, the Company or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision Trustee shall promptly notify the holders of the Designated Senior Indebtedness under which an event (or their Representative) of default previously existed such occurrence. If any Designated Senior Indebtedness is outstanding, a Guarantor may not make any payments pursuant to any of the Guaranteed Obligations until five Business Days after the holders or was continuing shall constitute a new event the Representative of default for such Designated Senior Indebtedness receives notice of such occurrence and, thereafter, may pay the Notes only if the provisions of this purpose)Article 12 otherwise permit payment at that time.

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or otherwise purchaserepurchase, redeem or otherwise retire acquire for value any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “pay its Guarantee”) Notes if: (1a) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, whether at the due date of any such payment or by declaration of acceleration, prepayment, call for redemption or otherwise; or (2b) any other default (beyond any applicable period of grace) on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, unless; until, in either case, the earlier to occur (i) the default has been cured or waived and any such acceleration has been rescinded or rescinded; or (ii) such Designated Senior Indebtedness has been paid Paid in full in cashFull; provided, however, that such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such the Designated Senior Indebtedness of such Guarantor with respect to which either of the events set forth in clause (1a) or (2b) of this sentence above has occurred and is continuing. . (c) During the continuance of any default (other than a default described in clause (1a) or (2b) of the preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor either (x) which is a default under Section 7.01(f) or 7.01(p)(i)(y) of the Credit Agreement or (y) pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “Guarantee Blockage Notice”) of such default from the Representative of the holders of such the Designated Senior Indebtedness of such Guarantor 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 (i) by written notice to the Trustee, Trustee (with a copy to such Guarantor and the Company Company) from the Person or Persons who gave such Guarantee Blockage Notice; , (ii) by repayment in full in cash of because such Designated Senior Indebtedness; Indebtedness has been Paid in Full or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b)12.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsIndebtedness, such Guarantor may resume payments on to paying its Guarantee after the end of such Guarantee Payment Blockage Period (Period, including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period. In no event; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the holders of Senior Indebtedness under the Credit Agreement, the Representative under the Credit Agreement may give another Blockage Notice within such period; and, provided, further, that in no event may the total number of days during which any Guarantee Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days. Notwithstanding the foregoing, unless such default or event Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision holders of the Designated Senior Indebtedness under of such Guarantor with respect to which an event either of default previously existed or was continuing shall constitute a new event of default for the events in this purpose)clause (c) has occurred and is continuing.

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may shall not make any payment pursuant or distribution of any kind or character with respect to any its Obligations under its Guarantee if either of the Guaranteed Obligations or otherwise purchase, redeem or otherwise retire any Securities following occurs (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, a “pay its GuaranteePayment Default”) if:): (1i) a default in the payment of the principal of, premium, if any, or interest any Obligation on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due, ; or (2ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, ; unless, in either case, the default Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that such Guarantor may pay shall be entitled to make a payment or distribution under its Guarantee without regard to the foregoing if such Guarantor the Issuer and the Trustee receive written notice approving such payment from the Representative Representatives of the holders of such all Designated Senior Indebtedness with respect to which either of the events set forth in clause (1) or (2) of this sentence Payment Default has occurred and is continuing. During the continuance of any default (other than a default described in clause Payment Default) (1) or (2) of the preceding sentencea “Non-Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may shall not pay make any payment or distribution of any kind or character with respect to its Obligations under its Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the CompanyIssuer) of written notice (a “Guarantee Blockage Notice”) of such default Non-Payment Default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter (or thereafter. The Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated terminated: (i) by written notice to the Trustee, such the relevant Guarantor and the Company Issuer from the Person or Persons who gave such Guarantee Blockage Notice; ; (ii) by repayment in full in cash of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing); or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash. Notwithstanding the provisions described in the immediately preceding sentence paragraph (but subject to the provisions contained in the first sentence paragraph of this Section 12.03 11.03 and in Section 12.02(b)11.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such holders Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsPayment Default has occurred and is continuing, such the relevant Guarantor may shall be permitted to resume payments on paying its Guarantee after the end of such Payment Blockage Period. Each Guarantee shall not be subject to more than one Payment Blockage Period (including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, period irrespective of the number of defaults Non-Payment Defaults with respect to Designated Senior Indebtedness during such period. In However, in no event, however, may event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any 360 consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. For purposes of this Section 12.03Notwithstanding the foregoing, however, no default or event of default Non-Payment Default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the any Designated Senior Indebtedness initiating and that was the basis for the initiation of such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of for a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood acknowledged that any subsequent action action, or any breach of any financial covenants for a during the period commencing after the date of commencement delivery of such Guarantee Payment initial Blockage Period Notice, that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provision of the Designated Senior Indebtedness provisions under which an event of default a Non-Payment Default previously existed or was continuing shall constitute a new event of default Non-Payment Default for this purpose).

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “"pay its Senior Subordinated Guarantee”") if: (1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, or (2) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, such Guarantor may pay its Senior Subordinated Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1) or (2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (1) or (2) of the preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Senior Subordinated Guarantee for a period (a “"Guarantee Payment Blockage Period”") commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “"Guarantee Blockage Notice”") of such default from the Representative of the holders of such Designated Senior Indebtedness 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 (i) by written notice to the Trustee, such Guarantor and the Company from the Person or Persons who gave such Guarantee Blockage Notice; (ii) by repayment in full in cash of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default exists, such Guarantor may resume payments on its Senior Subordinated Guarantee after the end of such Guarantee Payment Blockage Period (including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. In no event, however, may the total number of days during which any Guarantee Payment Blockage Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “pay its Guarantee”) if: (1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, or (2) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1) or (2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (1) or (2) of the preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the CompanyIssuer) of written notice (a “Guarantee Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness 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 (i) by written notice to the Trustee, such Guarantor and the Company Issuer from the Person or Persons who gave such Guarantee Blockage Notice; (ii) by repayment in full in cash of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default exists, such Guarantor may resume payments on its Guarantee after the end of such Guarantee Payment Blockage Period (including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. In no event, however, may the total number of days during which any Guarantee Payment Blockage Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, 100 or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

Default on Designated Senior Indebtedness of a Guarantor. (a) A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or and may not otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “"pay its Guarantee”") if: if (1i) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, or or (2ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cash; provided, howeverfull. However, such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1i) or (2ii) of this the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (1i) or (2ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Guarantee for a period (a “"Guarantee Payment Blockage Period”") commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “"Guarantee Blockage Notice”") of such default from the Representative of the holders of such Designated Senior Indebtedness 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 (i) by written notice to the Trustee, Trustee (with a copy to such Guarantor and the Company Company) from the Person or Persons who gave such Guarantee Blockage Notice; , (ii) by repayment in full in cash of because such Designated Senior Indebtedness; Indebtedness has been repaid in full or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b)12.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsIndebtedness, such Guarantor may resume payments on its Guarantee after the end of such Guarantee Payment Blockage Period (Period, including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period. In no event, however, may . (b) After the total number occurrence of days during which any Guarantee Payment Blockage Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes an Event of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be madeDefault, the basis of Company or the commencement of a subsequent Guarantee Payment Blockage Period by Trustee shall promptly notify the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision holders of the Designated Senior Indebtedness under which an event (or their Representative) of default previously existed such occurrence. If any Designated Senior Indebtedness is outstanding, a Guarantor may not pay the Securities until five Business Days after such holders or was continuing shall constitute a new event the Representative of default for the Designated Senior Indebtedness receives notice of such occurrence and, thereafter, may pay the Securities only if the provisions of this purpose)Article 12 otherwise permit payment at that time.

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or and may not otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 Notes (collectively, “pay its Guarantee”) if: if (1i) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing beyond any applicable grace period, or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, or (2ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cash; provided, howeverfull. However, such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1i) or (2ii) of this the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described specified in clause (1i) or (2ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of any applicable grace periods, such no Guarantor may not pay make a payment with respect to its Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee Issuer (with a copy to such Guarantor and the CompanyTrustee) of written notice (a “Guarantee Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending on the earliest to occur of the following events: (a) 179 days thereafter shall have elapsed since such receipt of such Blockage Notice; provided, however, that in the event that there has been any Acceleration Forbearance Period in respect of the Notes in the immediately preceding 360-day period, such 179-day period will be automatically reduced by the cumulative duration of all Acceleration Forbearance Periods that occurred during such immediately preceding 360-day period, (or earlier if b) such Guarantee Payment Blockage Period is terminated (i) by written notice to the Issuer (with a copy to the Trustee, such Guarantor and the Company ) from the Person or Persons who gave such Guarantee Blockage Notice; , (iic) by the repayment in full in cash of such Designated Senior Indebtedness; , or (iiid) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in of the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 11.03 and in Section 12.02(b)11.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsIndebtedness, such Guarantor may resume payments pay on its Guarantee the Guarantees, after the end of such Guarantee Payment Blockage Period (including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such periodPeriod. In no event, however, may event shall the total number of days during which any Guarantee Payment Blockage Period is in effect extend beyond the 179 days from the date of receipt by the Trustee of the relevant Blockage Notice, and in no event shall the total number of days during which any Payment Blockage Period or any Acceleration Forbearance Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03provision, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or and may not otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 Notes (collectively, “"pay its Guarantee”") if: if (1i) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, or or (2ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Designated Senior Indebtedness has been paid in full in cash; provided, howeverfull. However, such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1i) or (2ii) of this the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (1i) or (2ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Guarantee for a period (a “Guarantee "Payment Blockage Period”") commencing upon the receipt by the Trustee ASG (with a copy to such Guarantor and the CompanyTrustee) of written notice (a “Guarantee "Blockage Notice”") of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending on the earliest to occur of the following events: (a) 179 days thereafter shall have elapsed since such receipt of such Blockage Notice; provided, however, that in the event that there has been any Acceleration Forbearance Period in respect of the Notes in the immediately preceding 360-day period, such 179-day period will be automatically reduced by the cumulative duration of all Acceleration Forbearance Periods that occurred during such immediately preceding 360-day period, (or earlier if b) such Guarantee Payment Blockage Period is terminated (i) by written notice to the ASG (with a copy to the Trustee, such Guarantor and the Company ) from the Person or Persons who gave such Guarantee Blockage Notice; , (iic) by the repayment in full in cash of such Designated Senior Indebtedness; , or (iiid) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 11.03 and in Section 12.02(b)11.02), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsIndebtedness, such Guarantor may resume payments on its Guarantee after the end of such Guarantee Payment Blockage Period (Period, including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. In no event, however, may event shall the total number of days during which any Guarantee Payment Blockage Period is in effect extend beyond the 179 days from the date of receipt by the Trustee of the relevant Blockage Notice, and in no event shall the total number of days during which any Payment Blockage Period or any Acceleration Forbearance Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03provision, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or otherwise purchaserepurchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “"pay its Guarantee”") if: (1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, ; or (2) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, unless, in either case, , (a) the default has been cured or waived and any such acceleration has been rescinded or rescinded; or (b) such Designated Senior Indebtedness has been paid in full in cashcash or cash equivalents; provided, however, that such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1) or (2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (1) or (2) of the preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Guarantee for a period (a “Guarantee "Payment Blockage Period”") commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “Guarantee "Blockage Notice”") of such default from the Representative of the holders of such the Designated Senior Indebtedness of such Guarantor 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 terminated: (i1) by written notice to the Trustee, Trustee (with a copy to such Guarantor and the Company Company) from the Person or Persons who gave such Guarantee Blockage Notice; ; (ii2) by repayment in full in cash or cash equivalents of such Designated Senior Indebtedness; or or (iii3) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 preceding paragraph and in Section 12.02(b)the immediately succeeding paragraph), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsIndebtedness, such Guarantor may resume payments on its Guarantee after the end of such Guarantee Payment Blockage Period (including any missed payments)Period. Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any period of 360 consecutive 360-day perioddays, irrespective of the number of defaults with respect to Designated Senior Indebtedness of such Guarantor during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness other than the Bank Indebtedness, the Representative of the Bank Indebtedness may give another Blockage Notice within such period. In no event, however, may the total number of days during which any Guarantee Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any period of 360 consecutive day perioddays. For purposes of this Section 12.03paragraph, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

Default on Designated Senior Indebtedness of a Guarantor. A No Guarantor may not shall make any payment pursuant to any payments on its Guarantee of the Guaranteed Obligations Notes or otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 Notes (collectively, “pay its Guaranteeon the Guarantees of the Notes”) if:(except in the form of Permitted Junior Securities (other than Disqualified Stock)) if either of the following occurs (a “Guarantor Payment Default”); (1i) a default in the payment of the principal of, premium, if any, or interest any Obligation on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due, ; or (2ii) any other default on any Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, ; unless, in either case, the default Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, such Guarantor may that the Guarantors shall be entitled to pay its Guarantee on the Guarantees of the Notes, without regard to the foregoing foregoing, if such Guarantor the Guarantors and the Trustee receive written notice approving such payment from the Representative Representatives of the holders of such all Designated Senior Indebtedness with respect to which either of the events set forth in clause (1) or (2) of this sentence Guarantor Payment Default has occurred and is continuing. During the continuance of any default (other than a default described in clause Guarantor Payment Default) (1) or (2) of the preceding sentencea “Non-Guarantor Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may shall not pay on its Guarantee of the Notes (except in the form of Permitted Junior Securities (other than Disqualified Stock)) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “Guarantee Blockage Notice”) of such default Non-Guarantor Payment Default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter (or thereafter. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i1) by written notice to the Trustee, such Guarantor Trustee and the Company from the Person or Persons who gave such Guarantee Blockage Notice; (ii) by repayment in full in cash of such Designated Senior Indebtedness; or (iii2) because the default Non-Guarantor Payment Default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing); or (3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash. Notwithstanding the provisions described in the immediately preceding sentence paragraph (but subject to the provisions contained in the first sentence of this Section 12.03 11.3 and in Section 12.02(b)11.2 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such holders Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsGuarantor Payment Default shall have occurred and be continuing, such Guarantor may the Guarantors shall be entitled to resume payments paying on its Guarantee the Guarantees of the Notes after the end termination of such Guarantee Payment Blockage Period (including any missed payments)Period. Not The Guarantees shall not be subject to more than one Guarantee Payment Blockage Notice may be given with respect to a Guarantor Period in any consecutive 360-day period, period irrespective of the number of defaults Non-Guarantor Payment Defaults with respect to Designated Senior Indebtedness during such period. In no event, provided, however, may that in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any 360 consecutive 365-day period, and there must be at least 186 days during any consecutive 365-day period during which no Guarantee Payment Blockage Period is in effect. For purposes of this Section 12.03Notwithstanding the foregoing, however, no default or event of default Non-Guarantor Payment Default that existed or was continuing on the date of the commencement delivery of any Guarantee Payment Blockage Period Notice with respect to the any Designated Senior Indebtedness initiating and that was the basis for the initiation of such Guarantee Payment Blockage Period Notice shall be, or be made, the basis of the commencement of for a subsequent Guarantee Payment Blockage Period Notice by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, Indebtedness unless such default or event of default shall have Non-Guarantor Payment Default has been cured or waived for a period of not less than 90 consecutive days (it being understood acknowledged that any subsequent action action, or any breach of any financial covenants for a during the period commencing after the date of commencement delivery of such initial Guarantee Payment Blockage Period Notice, that, in either case, would give rise to an event of default a Non-Guarantor Payment Default pursuant to any provision of the Designated Senior Indebtedness provisions under which an event of default a Non-Guarantor Payment Default previously existed or was continuing shall constitute a new event of default Non-Guarantor Payment Default for this purpose).

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “pay its Guarantee”) if: (1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, or (2) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, such Guarantor may pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1) or (2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (1) or (2) of the preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “Guarantee Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness 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 (i) by written notice to the Trustee, such Guarantor and the Company from the Person or Persons who gave such Guarantee Blockage Notice; (ii) by repayment in full in cash of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default exists, such Guarantor may resume payments on its Guarantee after the end of such Guarantee Payment Blockage Period (including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. In no event, however, may the total number of days during which any Guarantee Payment Blockage Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment TRDOCS01/76765.8 Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may not make any payment pursuant to any of the Guaranteed Obligations or otherwise purchase, redeem or otherwise retire any Securities (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “pay its Senior Subordinated Guarantee”) if: (1) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid when due, or (2) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, such Guarantor may pay its Senior Subordinated Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of the holders of such Designated Senior Indebtedness with respect to which either of the events set forth in clause (1) or (2) of this sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (1) or (2) of the preceding sentence) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may not pay its Senior Subordinated Guarantee for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Company) of written notice (a “Guarantee Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness 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 (i) by written notice to the Trustee, such Guarantor and the Company from the Person or Persons who gave such Guarantee Blockage Notice; (ii) by repayment in full in cash of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Guarantee Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section 12.03 and in Section 12.02(b)), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default exists, such Guarantor may resume payments on its Senior Subordinated Guarantee after the end of such Guarantee Payment Blockage Period (including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. In no event, however, may the total number of days during which any Guarantee Payment Blockage Period is in effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Guarantee Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision of the Designated Senior Indebtedness under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

Default on Designated Senior Indebtedness of a Guarantor. A Guarantor may shall not make any payment pursuant or distribution of any kind or character with respect to any its Obligations under its Guarantee if either of the Guaranteed Obligations or otherwise purchase, redeem or otherwise retire any Securities following occurs (except that the Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under Article 8 (collectively, “pay its Guaranteea “ Payment Default ”) if:): (1i) a default in the payment of the principal of, premium, if any, or interest any Obligation on any Designated Senior Indebtedness of such Guarantor occurs and is continuing or any other amount owing in respect of any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due, ; or (2ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness of such Guarantor is accelerated in accordance with its terms, ; unless, in either case, the default Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; providedprovided , howeverhowever , that such Guarantor may pay shall be entitled to make a payment or distribution under its Guarantee without regard to the foregoing if such Guarantor the Issuer and the Trustee receive written notice approving such payment from the Representative Representatives of the holders of such all Designated Senior Indebtedness with respect to which either of the events set forth in clause (1) or (2) of this sentence Payment Default has occurred and is continuing. During the continuance of any default (other than a default described in clause Payment Default) (1) or (2) of the preceding sentencea “ Non-Payment Default ”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor may shall not pay make any payment or distribution of any kind or character with respect to its Obligations under its Guarantee for a period (a “Guarantee “ Payment Blockage PeriodPeriod ”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the CompanyIssuer) of written notice (a ” Blockage Notice “Guarantee Blockage Notice”) of such default Non-Payment Default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter (or thereafter. The Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated terminated: (i) by written notice to the Trustee, such the relevant Guarantor and the Company Issuer from the Person or Persons who gave such Guarantee Blockage Notice; ; (ii) by repayment in full in cash of such Designated Senior Indebtedness; or (iii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing); or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash. Notwithstanding the provisions described in the immediately preceding sentence paragraph (but subject to the provisions contained in the first sentence paragraph of this Section 12.03 11.03 and in Section 12.02(b)11.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such holders Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a payment default existsPayment Default has occurred and is continuing, such the relevant Guarantor may shall be permitted to resume payments on paying its Guarantee after the end of such Payment Blockage Period. Each Guarantee shall not be subject to more than one Payment Blockage Period (including any missed payments). Not more than one Guarantee Blockage Notice may be given with respect to a Guarantor in any consecutive 360-day period, period irrespective of the number of defaults Non-Payment Defaults with respect to Designated Senior Indebtedness during such period. In However, in no event, however, may event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any 360 consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. For purposes of this Section 12.03Notwithstanding the foregoing, however, no default or event of default Non-Payment Default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period with respect to the any Designated Senior Indebtedness initiating and that was the basis for the initiation of such Guarantee Payment Blockage Period shall be, or be made, the basis of the commencement of for a subsequent Guarantee Payment Blockage Period by the Representative of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being understood acknowledged that any subsequent action action, or any breach of any financial covenants for a during the period commencing after the date of commencement delivery of such Guarantee Payment initial Blockage Period Notice, that, in either case, would give rise to an event of default a Non-Payment Default pursuant to any provision of the Designated Senior Indebtedness provisions under which an event of default a Non-Payment Default previously existed or was continuing shall constitute a new event of default Non-Payment Default for this purpose).