Common use of No Payment in Certain Circumstances Clause in Contracts

No Payment in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment in Certain Circumstances. In the event that (ai) If the Borrower shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, amount or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor obligation with respect to any Obligations on such Guarantor's Guarantee or to acquire any of Senior Indebtedness under the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives Credit Agreement (a "Payment Default") which Payment Default Notice, then, unless and until all events of default shall not have been cured or waived in writing, or (ii) an event of default (other than a Payment Default) under the Credit Agreement shall occur and be continuing, which shall not have ceased to exist been cured or waived in writing (a "Non-Payment Default"), and the Borrower and each Lender receive written notice of such Non-Payment Default from either the Bank or the Trustee receives notice from holders of at least a majority in aggregate principal amount of the Representative for Senior Indebtedness under the respective issue Credit Agreement at the time outstanding (a "Non-Payment Blockage Notice"), then no payment on account of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor Subordinated Obligations shall be made by the Borrower or otherwise on account of the Subordinated Obligations (x) make any payment in the case of any kind Payment Default, unless and until such Senior Indebtedness shall have been paid in full or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees until such Payment Default shall have been cured or waived in writing, or (y) acquire in the case of any of the Notes for cash or property. Notwithstanding anything herein to the contraryNon-Payment Default, in no event will a Blockage Period extend beyond 180 days from the date on which the Borrower and each Lender receive such Non-Payment Blockage Notice until the earlier of (1) 179 days after such date and (2) the commencement date, if any, on which the Senior Indebtedness under the Credit Agreement is paid in full or such Non-Payment Default is waived by the holders of such Senior Indebtedness under the Credit Agreement or otherwise cured (a "Non-Payment Blockage Period"); provided, and that (x) only one such Non-Payment Blockage Period Notice may be commenced within given in any 365 consecutive days. No 360-day period, (y) no Non-Payment Default or event which, with the giving of default which notice and/or lapse of time, would become a Non-Payment Default which, in either case, existed or was continuing on the date of the commencement of any Non-Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second subsequent Non-Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Non-Payment Default or event, as the case may be, shall in the interim have been cured or waived in writing for a period of not less than 90 consecutive days and (it being acknowledged that z) there must be a 181 consecutive day period in any subsequent action or any breach of any financial covenants for a 360 consecutive day period commencing after the date of commencement of such during which no Non-Payment Blockage Period that, is in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)effect.

No Payment in Certain Circumstances. (a) If Upon any default occurs and is continuing payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshaling of assets of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to such Guarantor or its property, whether voluntary or involuntary, all Obligations due or to become due upon all Guarantor Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the payment when due, applicable Guarantor Senior Indebtedness whether at maturity, upon any redemption, by declaration or otherwise, not such interest is an allowed claim in such proceeding) of any principal of, interest on, unpaid drawings for letters of credit issued such Guarantor shall first be paid in respect offull in cash or Cash Equivalents, or regularly accruing fees with respect to, any such payment duly provided for to the satisfaction of the holders of such Guarantor Senior Debt of Indebtedness, before any Guarantor, no payment or distribution of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be is made by or on behalf of such Guarantor with respect to on account of any of its Obligations on such Guarantor's the Subsidiary Guarantee or to acquire for the acquisition of any of the Notes for cash or propertyproperty or otherwise (except that holders of the Notes may receive Permitted Payments). In additionBefore any payment may be made by, or on behalf of, a Guarantor of the principal of, premium, if any, or interest on the Notes upon any such dissolution or winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of such Guarantor of any kind or character, whether in cash, property or securities (excluding any Permitted Payments), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of this Indenture, shall be made by such Guarantor or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other event Person making such payment or distribution, directly to the holders of default occurs and is continuing with respect the Guarantor Senior Indebtedness of the respective Guarantor (pro rata to such holders on the basis of the respective amounts of such Guarantor Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Guarantor Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Guarantor Senior Indebtedness of the respective Guarantor in full in cash or Cash Equivalents after giving effect to any Designated Senior Debtprior or concurrent payment, as such event of default is defined in the instruments creating distribution or evidencing such Designated Senior Debt, permitting provision therefor to or for the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)Indebtedness.

No Payment in Certain Circumstances. In the event that (ai) If the Traveler's Obligor shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, amount or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor obligation with respect to any Obligations on such Guarantor's Guarantee Senior Indebtedness under the Senior Credit Agreement (a "Payment Default") which Payment Default shall not have been cured or to acquire any of the Notes for cash waived, or property. In addition, if any other (ii) an event of default occurs and is continuing with respect to any Designated arising from a breach or violation of Section 5, Section 6.1 (E), Section 6.2 or Section 6.3 of the Senior DebtCredit Agreement, as such event in effect on the date of default is defined in the instruments creating or evidencing such Designated Senior Debtexecution thereof shall occur and be continuing, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default which shall not have been cured or waived or have ceased to exist or (a "Non-Payment Default"), and the Trustee receives Borrower and the Lender receive written notice of such Non-Payment Default from the Representative for Senior Creditor (a "Non-Payment Blockage Notice"), then no payment on account of the respective issue of Designated Senior Debt terminating Subordinated Obligations shall be made by the Blockage Period, during Blockage Period no Borrower or any Guarantor shall (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysPayment Default, unless and until such event of default Senior Indebtedness shall have been paid in full or until such Payment Default shall have been cured or waived, or (y) in the case of any Non-Payment Default, from the earlier of the date on which the Borrower and the Lender receive such Non-Payment Blockage Notice until the earlier of (1) 120 days after such date and (2) the date, if any, on which the Senior Indebtedness under the Senior Credit Agreement is paid in full or such Non-Payment Default is waived for by the Senior Creditor or otherwise cured (a period of not less than 90 consecutive days (it being acknowledged "Blockage Period"); provided that only one Non-Payment Blockage Notice may be given in any subsequent action 360-day period. In the event that, notwithstanding the foregoing, the Borrower or any breach Guarantor shall make any payment to the Lender prohibited by the foregoing provisions of any financial covenants for a period commencing after this Section 9.3, then and in such event such payment shall be paid over and delivered forthwith to the date Senior Creditor. The provisions of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant this Section 9.3 shall not apply to any provisions under payment with respect to which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)Section 9.2 would be applicable.

No Payment in Certain Circumstances. If (ai) If any default occurs and is continuing in the payment Obligor shall fail to pay when due, whether at maturitydue (after giving effect to any applicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, amount or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor obligation with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate under the maturity thereofSenior Credit Agreement (a "Payment Default"), and if the Representative for the respective issue of Designated Senior Debt gives a which Payment Default Notice, then, unless and until all events of default shall not have been cured or waived in writing in accordance with the terms of the Senior Credit Agreement, or (ii) an Event of Default (other than a Payment Default) under and as defined in the Senior Credit Agreement shall occur and be continuing, which shall not have ceased been cured or waived in writing in accordance with the terms of the Senior Credit Agreement or otherwise cease to exist (a "Non-Payment Default"), and the Obligors and each Subordinated Creditor receive written notice of such Non-Payment Default from either the Agent or the Trustee receives notice from holders of at least a majority in aggregate principal amount of the Representative for the respective issue of Designated Senior Debt terminating under the Senior Credit Agreement at the time outstanding (a "Non-Payment Blockage PeriodNotice"), during Blockage Period then no Guarantor payment, redemption or other distribution on account of the Subordinated Obligations shall be made by any Obligor or otherwise on account of the Subordinated Obligations (i) in the case of any Payment Default, unless and until (x) make such Senior Debt shall have been paid in full in cash, any payment commitments to lend under the Senior Credit Agreement have been terminated and any letters of any kind credit issued under the Senior Credit Agreement have been cancelled or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees have terminated or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one until such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Payment Default shall have been cured or waived for a period in writing in accordance with the terms of not less than 90 consecutive days the Senior Credit Agreement, or (it being acknowledged that any subsequent action or any breach ii) in the case of any financial covenants for a period commencing after Non-Payment Default, from the date on which the Obligors and each Subordinated Creditor receive such Non-Payment Blockage Notice until (but excluding) the earlier of commencement (1) 179 days after such date or (2) the date, if any, on which the Senior Debt under the Senior Credit Agreement is paid in full in cash, any commitments to lend under the Senior Credit Agreement have been terminated and any letters of credit issued under the Senior Credit Agreement have been cancelled or have terminated or (3) the date, if any, on which such Non-Payment Default is waived in accordance with the terms of the Senior Credit Agreement or otherwise cured or ceases to exist (a "Non-Payment Blockage Period Period"); provided that Non-Payment Blockage Periods may only be in place for an aggregate of 179 days during any 365 day period. In the event that, notwithstanding the foregoing, any Subordinated Creditor shall have received any payment, redemption or other distribution on account of the Subordinated Obligations contrary to the foregoing provisions of this Section 3, then such payment, redemption or other distribution shall be paid over and delivered forthwith to the Agent for the benefit of Senior Creditors (or their agent or trustee) in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)accordance with Section 10 hereof.

No Payment in Certain Circumstances. (a) If In the event that (i) the Company shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, any amount or obligation with respect to Senior Debt (a "Payment Default") which Payment Default shall not have been cured or waived, and each Purchaser that is either an original party hereto or that is an assignee thereof as to which the Senior Agent has received actual notice receives written notice of such Payment Default from the Company or any principal of, interest on, unpaid drawings for letters holder of credit issued in respect ofSenior Debt, or regularly accruing fees (ii) the Company shall fail to comply with respect tothe covenants contained in the Senior Credit Agreement, or any Guarantor event of default under the Senior Debt of any Guarantor, no payment of any kind or character Credit Agreement (other than payments by a trust previously established pursuant to Article EightPayment Default) shall occur and be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In additioncontinuing, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default which shall not have been cured or waived (a "Non-Payment Default"), and the Company and each Purchaser that is either an original party hereto or have ceased that is an assignee thereof as to exist which the Senior Agent has received actual notice receives written notice of such Non-Payment Default from the "Required Lenders" under and as defined in the Senior Credit Agreement (or the Trustee receives notice from Senior Agent acting on their behalf) (a "Blockage Notice"); then no payment on account of the Representative for Obligations shall be made by the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall Company (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contraryPayment Default, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, unless and only one until such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, have been paid in full in cash or be made, the basis for commencement of a second Blockage Period by the Representative of until such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Payment Default shall have been cured or waived for a period of not less than 90 consecutive days waived, or (it being acknowledged that any subsequent action or any breach y) in the case of any financial covenants for a period commencing after Non-Payment Default, from the earlier of the date on which the Company or the Purchasers receives such Blockage Notice until the earlier of commencement (1) 179 days after such date and (2) the date, if any, on which such Senior Debt to which such Non-Payment Default relates is paid in full in cash or such Non-Payment Default is waived by the holders of such Senior Debt or otherwise cured (a "Blockage Period thatPeriod"); provided, in either case, would give rise to an event of default pursuant that only one Blockage Notice with respect to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)Non-Payment Default may be given in any 360-day period.

No Payment in Certain Circumstances. (a) If In the event that (i) any default occurs and is continuing in the payment Credit Party shall fail to pay when due, whether at maturity, upon any redemption, by declaration acceleration or otherwise, of any principal ofprincipal, interest oninterest, unpaid drawings for letters of credit issued in respect of, premiums or regularly accruing fees with respect to, any Guarantor to Senior Debt of the Company (a "Payment Default") which Payment Default shall not have been cured or waived, or (ii) any Guarantor, no payment Credit Party shall fail to comply with the covenants contained in the Senior Debt Documents or any event of any kind or character default (other than payments by a trust previously established pursuant to Article EightPayment Default) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of under the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereofDocuments shall occur and be continuing, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of which default shall not have been cured or waived or have ceased to exist or (a "Covenant Default"), and the Trustee receives Company and the Lender receive written notice of such Covenant Default from the Representative for Senior Agent (a "Blockage Notice") (provided, that no such Blockage Notice shall be required with respect to a Payment Default), then no payment or other amount on account of the respective issue Subordinated Obligations shall be made by any Credit Party or received by the holders of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall Subordinated Obligations (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contraryPayment Default, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, unless and only one until such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, have been paid in full or be made, the basis for commencement of a second Blockage Period by the Representative of until such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Payment Default shall have been cured or waived, or (y) in the case of any Covenant Default, from the earlier of the date on which the Company or the Lender receives such Blockage Notice until the earlier of (1) 179 days after such date and (2) the date, if any, on which the Senior Debt to which such Covenant Default relates is paid in full or such Covenant Default is waived by the holders of such Senior Debt or otherwise cured (a "Blockage Period"); provided, that (A) only one Blockage Period consisting of an aggregate of 179 days may exist in any 360-day period, and (B) no Covenant Default that previously served as the basis for a Blockage Notice or that was in existence during a prior Blockage Period may serve as the basis for a subsequent Blockage Notice unless such Covenant Default was subsequently cured for a period of not less than at least 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment in Certain Circumstances. In the event that (ai) If the Borrower shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, amount or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor obligation with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate under the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives Credit Agreement (a "Payment Default") which Payment Default Notice, then, unless and until all events of default shall not have been cured or waived in writing, or (ii) an Event of Default (other than a Payment Default) under and as defined in the Credit Agreement shall occur and be continuing, which shall not have ceased been cured or waived in writing or otherwise cease to exist (a "Non-Payment Default"), and the Borrower and each Lender receive written notice of such Non-Payment Default from either the Senior Agent or the Trustee receives notice from holders of at least a majority in aggregate principal amount of the Representative for the respective issue of Designated Senior Debt terminating under the Credit Agreement at the time outstanding (a "Non-Payment Blockage PeriodNotice"), during Blockage Period then no Guarantor payment on account of the Subordinated Obligations shall be made by the Borrower or otherwise on account of the Subordinated Obligations (x) make any payment in the case of any kind Payment Default, unless and until such Senior Debt shall have been paid in full or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees until such Payment Default shall have been cured or waived in writing, or (y) acquire in the case of any of the Notes for cash or property. Notwithstanding anything herein to the contraryNon-Payment Default, in no event will a Blockage Period extend beyond 180 days from the date on which the Borrower and each Lender receive such Non-Payment Blockage Notice until (but excluding) the earlier of (1) 179 days after such date and (2) the commencement date, if any, on which the Senior Debt under the Credit Agreement is paid in full or such Non-Payment Default is waived by the holders of such Senior Debt under the Credit Agreement or otherwise cured or ceases to exist (a "Non-Payment Blockage Period"); provided, and that, (x) only one such Non-Payment Blockage Period Notice may be commenced within given in any 365 consecutive days. No 360-day period, (y) no Non-Payment Default or event which, with the giving of default which notice and/or lapse of time, would become a Non-Payment Default which, in either case, existed or was continuing on the date of the commencement of any Non-Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second subsequent Non-Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Non-Payment Default or event, as the case may be, shall in the interim have been cured or waived in writing for a period of not less than 90 consecutive days and (it being acknowledged z) there must be a 181 consecutive day period in any 360 consecutive day period during which no Non-Payment Blockage Period is in effect; provided, further, however, that any subsequent action if within the Non-Payment Blockage Period, the holders of Senior Debt have not declared the Senior Debt to be immediately due and payable (or any breach of any financial covenants for a have declared such Senior Debt to be immediately due and payable and within such period commencing after have rescinded such acceleration), then and in that event, all payments then or previously due with respect to Subordinated Obligations shall be paid at the date of commencement end of such Non-Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)Period.

No Payment in Certain Circumstances. 11.3.1. In the event that (ai) If any default occurs and is continuing in the payment Company shall fail to pay when due, whether at maturity, upon any redemption, by declaration acceleration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor monetary obligation with respect to Senior Indebtedness of the Company (a "Payment Default") which Payment Default shall not have been cured or waived, or (ii) any Obligations on such Guarantor's Guarantee or Credit Party shall fail to acquire comply with any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect covenants applicable to any Designated Senior Debt, as such event of default is defined it contained in the instruments creating or evidencing such Designated Senior DebtCredit Documents, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of which default shall not have been cured or waived (a "Covenant Default"), and the Company receives written notice of such Covenant Default from the Agent which expressly states that it is a "blockage notice" (a "Blockage Notice"), then no payment or have ceased to exist distribution (in cash, property, securities or otherwise) (other than (a) the issuance of Interest Notes in respect of interest payable under the PIK Notes or the Trustee receives notice from Interest Notes and (b) the Representative for payment of any amount that does not exceed the respective issue value of Designated Senior Debt terminating any cash, property or securities paid to the Blockage PeriodCompany to purchase additional equity subsequent to the date hereof) shall be made by, during Blockage Period no Guarantor shall or on behalf of, the Company on account of the Note Obligations (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysPayment Default, unless and until such event of default Senior Indebtedness shall have been paid in full or until such Payment Default shall have been cured or waived for a period of not less than 90 consecutive days waived, or (it being acknowledged that any subsequent action or any breach y) in the case of any financial covenants for such Covenant Default, from the date the Company shall have received such Blockage Notice until the earlier of (1) 179 days after such date and (2) the date, if any, on which the Senior Indebtedness to which such Covenant Default relates is paid in full and all commitments to extend Senior Indebtedness have been terminated, or such Covenant Default is waived by the required percentage of holders of such Senior Indebtedness or otherwise cured (a period commencing "Blockage Period"); and, upon the termination of such Blockage Period, any amounts which have become due and payable under the Notes or under this Agreement with respect to the Note Obligations before or during such Blockage Period (including, if applicable, interest at a default rate from and after the date on which any payment of commencement principal or interest would have been payable if not for operation of such this Section 11) shall be immediately due and payable (subject to the provisions of this Section 11); provided, that (A) only one Blockage Period thatNotice may be given in any 360-day period, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).and 16-

No Payment in Certain Circumstances. 11.3.1. In the event that (ai) If any default occurs and is continuing in Holdings or the payment Company shall fail to pay when due, whether at maturity, upon any redemption, by declaration acceleration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor Obligation with respect to Senior Indebtedness or, with respect to the Holdings Notes, if Holdings shall fail to pay when due, upon acceleration or otherwise, any Obligations on such Guarantor's Guarantee principal or interest with respect to acquire the Company Notes (a "PAYMENT DEFAULT") which Payment Default shall not have been cured or waived, or (ii) Holdings or the Company shall fail to comply with any of the Notes for cash other covenants contained in any Senior Loan Document (or, following the payment of all Senior Indebtedness and the termination of all commitments to lend thereunder, in this Agreement or property. In additionthe Company Notes), if any other event of which default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default shall not have been cured or waived or have ceased to exist (a "COVENANT DEFAULT"), and Holdings or the Trustee receives Company receive written notice of such Covenant Default from the Representative for Applicable Agent (or, following the respective issue payment of Designated all Senior Debt terminating Indebtedness and the Blockage Periodtermination of any commitments to lend thereunder, during Blockage Period from the holders of a majority in principal amount of the Company Notes) (a "BLOCKAGE NOTICE"), then no Guarantor payment shall be made by, or on behalf of, Holdings or the Company on account of any Note Obligations (or, following the payment of all Senior Indebtedness and the termination of all commitments to lend thereunder, on account of any Holdings Note Obligations) (x) make any payment in the case of any kind Payment Default, unless and until such Senior Indebtedness (or, in the case of payments on the Holdings Notes, the Company Notes) shall have been paid in full in cash or character until such Payment Default shall have been cured or waived, or (other than payments by a trust previously established pursuant to y) in the provisions described under Article Eightcase of any such Covenant Default, from the date Holdings and the Company shall have received such Blockage Notice until the earlier of (1) (x) with respect to any Obligations payments due on the Guarantees or Company Notes, 270 days after such date, and (y) acquire any of with respect to payments due on the Notes for Holdings Notes, 365 days after such date and (2) the date, if any, on which the Senior Indebtedness to which such Covenant Default relates is paid in full in cash or property. Notwithstanding anything herein to such Covenant Default is waived by the contraryrequired percentage of holders of such Senior Indebtedness or otherwise cured or the Applicable Agent which delivered the Blockage Notice withdraws the same (each such period, in no event will a Blockage Period extend beyond 180 days from "BLOCKAGE PERIOD"); and, upon the date termination of the commencement of the such Blockage Period, any amounts which have become due and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed payable under the Notes or was continuing on the date of the commencement of any Blockage Period under this Agreement with respect to the Designated Senior Debt Note Obligations before or during such Blockage Period (including, if applicable, interest at a default rate from and after the date on which any payment of principal or interest would have been payable if not for operation of this Section 11) shall bebe immediately due and payable (subject to the provisions of this Section 11); PROVIDED, or that (A) only one Blockage Notice may be madegiven in any 360-day period, and (B) no Covenant Default that previously served as the basis for commencement a Blockage Notice or that was in existence as of a second Blockage Period by the Representative date of delivery of such Designated Senior Debt whether or not within prior Blockage Notice may serve as the basis for a period of 365 consecutive days, Blockage Notice unless such event of default shall have been Covenant Default was subsequently cured or waived for a period of not less than at least 90 consecutive days (it being acknowledged that any subsequent action action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an any event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose).

No Payment in Certain Circumstances. (a) If In the event that (i) the Company shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal ofprincipal, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect toto Senior Indebtedness (a "Payment Default") which Payment Default shall not have been cured or waived, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant ii) the Company shall fail to Article Eight) shall be made by such Guarantor comply with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined covenants contained in the instruments creating or evidencing such Designated Senior DebtCredit Agreement, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of which default shall not have been cured or waived or have ceased to exist or (a "Covenant Default"), and the Trustee receives Company and the Registered Holders receive written notice of such Covenant Default from the Representative for holders of at least a majority in aggregate principal amount of such Senior Indebtedness at the respective issue time outstanding (a "Blockage Notice"), then no payment shall be made by the Company on account of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall Subordinated Obligations (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysPayment Default, unless and until such event of default Senior Indebtedness shall have been paid in cash in full or provision shall have been made for such payment or until such Payment Default shall have been cured or waived, or (y) in the case of any Covenant Default, from the date the Company and the Registered Holders shall have received such Blockage Notice until the earlier of (1) 179 days after such date and (2) the date, if any, on which such Senior Indebtedness to which such Covenant Default relates is discharged or such Covenant Default is waived by the holders of such Senior Indebtedness or otherwise cured (a "Blockage Period"); provided, that (A) only one Blockage Notice may be given in any 360-day period, and (B) no Covenant Default that previously served as the basis for a Blockage Notice or that was in existence during a prior Blockage Period may serve as the basis for a Blockage Notice unless such Covenant Default was subsequently cured for a period of not less than 90 at least 180 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days.

No Payment in Certain Circumstances. (a) If In the event that (i) the Company shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal ofprincipal, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, or any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor amounts with respect to any Senior Indebtedness or pursuant to the Obligations on such Guarantor's Guarantee or to acquire any Senior Debt Documents (a "PAYMENT DEFAULT") which Payment Default shall not have been cured or waived, or (ii) an "Event of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, Default" (as such event of default is defined in the instruments creating or evidencing such Designated Senior DebtCredit Agreement) shall have occurred, permitting the holders which Event of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default shall not have been cured or waived or have ceased to exist or (such Event of Default, excluding a Payment Default, a "NON-PAYMENT DEFAULT"), and the Trustee receives Company and the Registered Holders receive written notice of such Non-Payment Default from the Representative for Agent (a "BLOCKAGE NOTICE"), then no payment shall be made by the respective issue Company or any Subsidiary or Guarantor on account of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall Subordinated Obligations (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysPayment Default, unless and until such event of default Senior Indebtedness shall have been indefeasibly paid in cash in full or until such Payment Default shall have been cured or waived, or (y) in the case of any Non-Payment Default, from the date the Company and the Registered Holders shall have received such Blockage Notice until the earlier of (1) 179 days after such date and (2) the date, if any, on which the Senior Indebtedness is discharged or indefeasibly paid in cash in full or such Non-Payment Default is waived by Agent or otherwise cured (a "BLOCKAGE PERIOD"); provided, that (A) no Blockage Period shall continue in effect during any period of 365 consecutive days for a period of not less which, together with all other Blockage Periods in effect during such 365 consecutive-day period, would aggregate more than 90 consecutive days 179 days, and (it being acknowledged B) no Non-Payment Default that any subsequent action or any breach of any financial covenants previously served as the basis for a period commencing after Blockage Notice or that was in existence at the date of commencement time of such Blockage Period that, in either case, would give rise to an event of default pursuant to Notice may serve as the basis for any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)other Blockage Notice.

No Payment in Certain Circumstances. In the event that (ai) If the ----------------------------------- Borrower shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in amount or obligation with respect ofto Senior Indebtedness (a "Payment Default") which Payment Default shall not have been cured or waived, or regularly accruing fees with respect to, any Guarantor Senior Debt (ii) an event of any Guarantor, no payment of any kind or character default (other than payments by a trust previously established pursuant to Article EightPayment Default) under the Senior Credit Agreement shall occur and be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In additioncontinuing, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default which shall not have been cured or waived or have ceased to exist (a "Non-Payment Default"), and the Borrower and the Agent receive written notice of such Non-Payment Default from either the Bank Agent or the Trustee receives notice from holders of at least a majority in aggregate principal amount of the Representative for the respective issue of Designated Senior Debt terminating under the Senior Credit Agreement at the time outstanding (a "Non-Payment Blockage PeriodNotice"), during Blockage Period then no Guarantor payment on account of the Subordinated Obligations shall be made by the Borrower (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysPayment Default, unless and until such event of default Senior Indebtedness shall have been paid in full or until such Payment Default shall have been cured or waived for a period of not less than 90 consecutive days waived, or (it being acknowledged that any subsequent action or any breach y) in the case of any financial covenants for a period commencing after Non-Payment Default, from the earlier of the date on which the Borrower and the Agent receive such Non-Payment Blockage Notice until the earlier of commencement (1) 179 days after such date and (2) the date, if any, on which the Senior Debt under the Senior Credit Agreement is paid in full or such Non- Payment Default is waived by the holders of such Senior Debt or otherwise cured (a "Blockage Period Period"); provided, that only one Non-Payment Blockage Notice may be given in any 360-day period. In the event that, in either casenotwithstanding the foregoing, would give rise to an event of default pursuant the Borrower shall make any payment to any Lender prohibited by the foregoing provisions under of this Section 11.03, 84 then and in such event such payment shall be paid over and delivered forthwith to the holders (or their agent or trustee) of the relevant Senior Indebtedness. The provisions of this Section 11.03 shall not apply to any payment with respect to which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)Section 11.02 would be applicable.