Common use of Default on Senior Debt Clause in Contracts

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition.

Default on Senior Debt. (a) The Company Guarantor may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Guaranteed Obligations or make any deposit pursuant to Section 8.01 of the Indenture and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Guaranteed Obligations") if (i) any Senior Debt have been is not paid in full if: when due or (1ii) a default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and the maturity of such Senior Debt is continuing accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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, the Guarantor may not pay the Guaranteed Obligations for a period (a "Payment Blockage Period") commencing upon the receipt by the Company, the Guarantor and the Trustee of written notice (a "Payment Blockage Notice") of such default from the Representative (as defined below) of such Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Guarantor and the Company from the Representative which gave such Payment Blockage Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in such Payment 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Guarantor may resume payments (including any missed payments) with respect to the Guaranteed Obligations after the termination of such Payment Blockage Period. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; provided, however, that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, within such 360-day period is given by or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect behalf of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity any holders of any Senior Debt has been accelerated(other than Bank Debt) (the "Initial Payment Blockage Notice"), and (3) if this Article otherwise permits the paymentRepresentative of the Bank Debt may give another Payment Blockage Notice within such period; provided further, distribution however, that in no event may the total number of days during which any Payment Blockage Period or acquisition at Periods is in effect exceed 179 days in the time of such payment, distribution or acquisitionaggregate during any 360 consecutive day period.

Default on Senior Debt. (a) The Company Upon the final maturity of any Senior Debt by lapse of time, acceleration or otherwise, all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for in cash or Cash Equivalents or in a manner satisfactory to the holders of such Senior Debt, before any payment is made by Garden State or any person acting on behalf of Garden State of the principal, premium, if any, or interest on the Notes. (b) Garden State may not make any payment upon or distribution to the Trustee or any Holder in respect of the Securities and may not Notes or acquire from any of the Trustee or any Holder any Securities Notes for cash or property or otherwise (other than except in or for such subordinated securities) if (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the principal ofprincipal, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable period of grace period in the agreement(whether upon maturity, indenture at a date fixed for prepayment, as a result of acceleration or otherwise) (a "payment default") or (ii) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing (or if such an event of default would occur upon any payment with respect to the Notes or would arise upon the passage of time as a result of such payment) with respect to any Designated Senior Debt that then permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and (a "nonpayment default") and, in either case, the Trustee receives a notice of the such non-payment default (a “Payment Blockage Notice”"payment blockage notice") from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives holders, or from the trustee, agent or other representative of the holders, of any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage NoticeDesignated Senior Debt. (bc) The Company Payments on the Notes may and shall resume payments on and distributions in respect of the Securities and may acquire them: be resumed (1i) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived, , and (2ii) in the case of a default referred to in Section 12.4(a)(2) hereofnonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice payment blockage notice is received, unless the maturity of any Designated Senior Debt has been acceleratedaccelerated (with respect to a non-payment default such period of time shall be hereinafter referred to as a "payment blockage period"). No payment blockage period may be commenced within 360 days after receipt by the Trustee of any prior payment blockage notice. No nonpayment default that existed or was continuing on the date of delivery of any payment blockage period to the Trustee shall be made the basis for a subsequent payment blockage notice unless such default shall have been cured or waived for a period of not less than 180 days and all scheduled payments of principal, and (3) premium, if this Article otherwise permits any, and interest then due and payable on the payment, distribution or acquisition at the time of such payment, distribution or acquisitionNotes shall have been made.

Default on Senior Debt. (ai) The Company may not make any payment or distribution to the Trustee or any Holder in respect of obligations with respect to the Securities Note and may not acquire from the Trustee or any Holder any Securities loans for cash or property (other than (1Permitted Junior Securities) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) no Holder may accept or retain any securities issued in exchange for Senior Debt and (2) such payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations obligations with respect to the Senior Debt have been paid in full full, in cash, if: (1A) a default in the payment of the any principal of, premium, if any, or interest on other obligations with respect to Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2B) a default default, other than a payment default, on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee Company and the Holder Representative receives a notice of the default (a “"Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof"). If the Trustee receives Company and the Holder Representative receive from the Agent under the Credit Agreement any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 4(c) unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashNotice. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee Company shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) Notice unless such nonpayment default shall have been waived for a period of not less than 180 days or unless the holder of the Senior Debt was not aware of such default. The Company may and shall resume payments on and distributions in respect of the Securities Notes and the Holder may acquire themreceive and retain the same upon the earlier of: (1) in the case of a default described in Section 12.4(a)(1), upon the date on upon which the default is cured or waived,, or (2) in the case of a default referred to in Section 12.4(a)(24(c)(ii) hereof, the earlier of the date on which such default is cured or waived or 179 days pass after the date on which the applicable Payment Blockage Notice notice is received, unless received if the maturity of any such Senior Debt has not been accelerated, and (3) if this Article Section 4 otherwise permits the payment, payment or distribution or acquisition at the time of such paymentpayment or distribution. (ii) No Holder may take any actions to enforce any of its available remedies upon the occurrence of a Default or an Event of Default, distribution for a period of 90 days following the receipt by the Company and the Holder Representative of a notice from the Agent under the Credit Agreement any default with respect to the Senior Debt; provided, that such 90 day period shall immediately end in the event (x) of a Default under Section 6(a)(i)(G) or acquisition(H), (y) the Senior Debt is accelerated in accordance with its terms, or (z) the holders of the Senior Debt act to enforce their available remedies upon the occurrence of a default on the Senior Debt.

Default on Senior Debt. (a) The Company may not make In the event and during the continuation of: (i) any payment or distribution to the Trustee default (or any Holder event which, with the passage of time or the giving of notice, or both, would constitute an event of default) in the payment of principal of (or premium, if any) or interest on any Senior Debt or any amount owing from time to time under or in respect of Senior Debt, or in the event that any nonpayment event of default with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable; or (ii) in the event that any other nonpayment event of default (or any event which, with the passage of time or the giving of notice, or both, would constitute a nonpayment default) with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable (the circumstances described in clauses (i) and (ii) above being referred to as a “Senior Debt Default”); then, in any such case, the Company shall make no payment, direct or indirect, including but not limited to any payment which may be payable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities are to (Ax) Senior Debt and (By) any securities issued in exchange for Senior Debt Debt), unless and until (2A) payments such default or potential event of default specified in clause (i) above shall have been cured or such event of default shall have been waived or shall have ceased to exist or such acceleration shall have been rescinded or annulled, or (B) in case of any other nonpayment event of default specified in clause (ii) above, during the period (a “Payment Blockage Period”) commencing on the date the Company and other distributions made the Trustee receive written notice (a “Payment Notice”) of such a nonpayment event of default (which notice shall be binding on the Trustee and the Holders as to the occurrence of such an event of default) from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to a holder of the Senior Debt have been paid in full if: to which such default relates, and ending on the earlier of (1I) a default in the payment of the principal of, premiumdate, if any, or interest on which such Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and is discharged or such default is waived by the Trustee receives a notice holders of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice Senior Debt or otherwise cured and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date on which the Trustee receives written notice from the holder of delivery of such Senior Debt to which such default relates terminating the Payment Blockage Period. Notwithstanding the foregoing, during any Payment Blockage Notice to the Trustee shall be, or be madePeriod, the basis Company shall make payments for a subsequent Payment Blockage Noticerescinded subscriptions under Section 2.2(b). (b) The Subject to the provisions of Section 6.9 and Section 10.8, neither the Trustee nor the Holders may take any action to assert, demand, xxx for, collect, enforce or realize upon the Securities or the related Obligations or any part thereof in any period during which the Company may and shall resume payments is not permitted to make payment on and distributions in respect account of the Securities pursuant to this Section, unless and may acquire them: (1) in only to the case extent that the commencement of a default described in Section 12.4(a)(1)legal action may be required to toll the running of any applicable statute of limitations. Notwithstanding the foregoing, upon if, after 179 days have passed since the date on which the default is cured or waived, (2) in the case commencement of a default referred to in Section 12.4(a)(2) hereofany Payment Blockage Period, and an Event of Default exists under this Indenture, the earlier Trustee may bring suit to enforce all Obligations under the Indenture; provided, that the provisions of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionSection 10.4 and Section 10.5 are complied with.

Default on Senior Debt. (a) The Company may not make In the event and during the continuation of: (i) any default (or any event which, with the passage of time or the giving of notice, or both, would constitute an event of default) in the payment of principal of (or distribution premium, if any) or interest on any Senior Debt or any amount owing from time to time under or in respect of Senior Debt, or in the event that any nonpayment event of default with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the Trustee date on which it would otherwise have become due and payable; or (ii) in the event that any other nonpayment event of default (or any Holder event which, with the passage of time or the giving of notice, or both, would constitute a nonpayment default) with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable (the circumstances described in clauses (i) and (ii) above being referred to as a “Senior Debt Default”); then, in any such case, the Company shall make no payment, direct or indirect, in respect of the Securities, including but not limited to any payment which may be payable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities are to (Ax) Senior Debt and (By) any securities issued in exchange for Senior Debt Debt), unless and until (2A) payments such default or potential event of default specified in clause (i) above shall have been cured or such event of default shall have been waived or shall have ceased to exist or such acceleration shall have been rescinded or annulled, or (B) in case of any other nonpayment event of default specified in clause (ii) above, during the period (a “Payment Blockage Period”) commencing on the date the Company and other distributions made the Trustee receive written notice (a “Payment Notice”) of such a nonpayment event of default (which notice shall be binding on the Trustee and the Holders as to the occurrence of such an event of default) from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to a holder of the Senior Debt have been paid in full if: to which such default relates, and ending on the earlier of (1I) a default in the payment of the principal of, premiumdate, if any, or interest on which such Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and is discharged or such default is waived by the Trustee receives a notice holders of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice Senior Debt or otherwise cured and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date on which the Trustee receives written notice from the holder of delivery of such Senior Debt to which such default relates terminating the Payment Blockage Period. Notwithstanding the foregoing, during any Payment Blockage Notice to the Trustee shall be, or be madePeriod, the basis Company shall make payments for a subsequent Payment Blockage Noticerescinded subscriptions under Section 2.2(b). (b) The Subject to the provisions of Section 6.9 and Section 10.8, neither the Trustee nor the Holders may take any action to assert, demand, xxx for, collect, enforce or realize upon the Securities or the related Obligations or any part thereof in any period during which the Company may and shall resume payments is not permitted to make payment on and distributions in respect account of the Securities pursuant to this Section, unless and may acquire them: (1) in only to the case extent that the commencement of a default described in Section 12.4(a)(1)legal action may be required to toll the running of any applicable statute of limitations. Notwithstanding the foregoing, upon if, after 179 days have passed since the date on which the default is cured or waived, (2) in the case commencement of a default referred to in Section 12.4(a)(2) hereofany Payment Blockage Period, and an Event of Default exists under this Indenture, the earlier Trustee may bring suit to enforce all Obligations under the Indenture; provided, that the provisions of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionSection 10.4 and Section 10.5 are complied with.

Default on Senior Debt. (a) The Company may not pay the ----------------------- principal of or interest on the Securities or make any payment deposit pursuant to Section 8.01 and may not repurchase, redeem or distribution to otherwise retire any Securities (collectively, "pay the Trustee Securities") if (a) any principal, premium or any Holder interest in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been is not paid in full if: (1) a default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; provided, however, that the Company may pay the Securities without -------- ------- regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Debt. No default described in this paragraph (2) that existed or was continuing on During the date of delivery continuance of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. default (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of other than a default described in Section 12.4(a)(1)clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the date on which receipt by the Company and the Trustee of written notice of such default is cured or waived, (2) in from the case of a default referred to in Section 12.4(a)(2) hereof, the earlier Representative of the date on holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (unless such Payment Blockage Period is earlier terminated (a) by written notice to the Trustee and the Company from the Representative which gave such Payment Blockage Notice, (b) because such default is cured no longer continuing or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any (c) because such Designated Senior Debt has been accelerated, and (3) if this Article otherwise permits repaid in full in cash). Unless the payment, distribution or acquisition at the time holders of such paymentDesignated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, distribution the Company may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments on the Securities after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or acquisitionmore issues of Designated Senior Debt during such period.

Default on Senior Debt. (a) The Company shall not pay the principal of or interest on the Subordinated Obligations (“pay the Subordinated Obligations”) if either of the following occurs (each a “Payment Default”) (i) at the time any Senior Debt has not been paid in full in cash when due, whether at maturity, upon acceleration, or otherwise, and the default has not been cured or waived or (ii) any other default on the Senior Debt occurs and the maturity of the Senior Debt is accelerated in accordance with its terms, unless such acceleration has been rescinded or such Senior Debt has been paid in full in cash. (b) During the continuance of any default other than a Payment Default with respect to any Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice that may be required to effect acceleration) or upon the expiration of a grace period, the Company may not make any payment or distribution to pay the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities Subordinated Obligations for cash or property a period (other than a “Payment Blockage Period”) (1) securities that are subordinated commencing upon the receipt by the Company of written notice of default from the Administrative Agent specifying an election to at least the same extent as the Securities to effect a Payment Blockage Period (Aa “Blockage Notice”) Senior Debt and (B) any securities issued in exchange for Senior Debt and and (2) ending 179 days thereafter (or earlier if the Payment Blockage Period is terminated) (i) by written notice to the Company from the Administrative Agent, (ii) by repayment in full of such Senior Debt or (iii) because the default giving rise to the Blockage Notice is no longer continuing. Subject to the preceding paragraph, unless the Senior Lenders have accelerated the maturity of the Senior Debt, the Company may resume payments and other distributions made from on the Subordinated Obligations after the Payment Blockage Period. (c) Not more than one Blockage Notice may be given in any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations consecutive 360-day period, irrespective of the number of defaults with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing during such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashperiod. No default described in this paragraph (2) that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice to the Trustee shall be, or Period may be made, made the basis for of the commencement of a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect Period by the Senior Lenders, whether or not within a period of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1)360 consecutive days, upon the date on which unless the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is has been cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity for a period of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionnot less than 90 consecutive days.

Default on Senior Debt. (a) The Company may not make any payment pay the principal of, premium (if any) or distribution to the Trustee or any Holder in respect of interest on the Securities and may not otherwise purchase, repurchase, redeem or otherwise acquire from or retire for value any Securities (collectively, "pay the Securities") if (a) interest, premium or principal in respect of any Senior Debt of the Company is not paid when due or (b) any other default on such Senior Debt of the Company occurs and the maturity of such Senior Debt is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Senior Debt has been paid in full; PROVIDED, HOWEVER, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from a designated representative of such Senior Debt with respect to which either of the events set forth in clause (a) or (b) of this sentence has occurred and is continuing. During the continuance of any Holder any Securities for cash or property default (other than a default described in clause (1a) securities that are subordinated to at least or (b) of the same extent as the Securities to (Apreceding sentence) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the any Senior Debt have been paid in full if: (1) a default in the payment of the principal of, premium, if any, Company 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 interest on Senior Debt occurs and is continuing beyond the expiration of any applicable grace periods, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a "Blockage Notice") of such default from a designated representative of such Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (a) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (b) by repayment in full of such Senior Debt or (c) because the default giving rise to such Blockage Notice (and no other default) is no longer continuing). Notwithstanding the provisions described in the agreementimmediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), indenture unless the holders of such Senior Debt or other document governing a designated representative of such holders shall have accelerated the maturity of such Senior Debt; or (2) a default , the Company may resume payments on Senior Debt occurs and is continuing the Securities after the end of such Payment Blockage Period, including any missed payments. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt during such period; PROVIDED, HOWEVER, that then permits holders in no event may the total number of the Senior Debt as to days during which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “any Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereofPeriod or Periods is in effect exceed 179 days in the aggregate during any 360 consecutive day period. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for For purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness Section, no default or event of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for of the commencement of a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect Period by a designated representative of the Securities and may acquire them: (1) in the case such Senior Debt, whether or not within a period of a default described in Section 12.4(a)(1)360 consecutive days, upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which unless such default is or event of default shall have been cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity for a period of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionnot less than 90 consecutive days.

Default on Senior Debt. (a) The Company may not make any payment pay (except in Permitted Junior Securities or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued trust described in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 Article 8 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, or premium, if any, or interest on on, the Notes, or make any deposit in respect of the Notes pursuant to Section 8.04, and may not repurchase, redeem or otherwise retire any Notes (collectively, "PAY THE NOTES") if (a) any principal, premium, interest or any other amount payable in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in 85 cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the holders of such Senior Debt or, if there is no Representative, from the holders of such Senior Debt. No During the continuance of any default (other than a default described in this paragraph clause (2a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Notes for a period (a "PAYMENT BLOCKAGE PERIOD") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt, specifying an election to effect a Payment Blockage Period (a "PAYMENT BLOCKAGE NOTICE") and ending 179 days thereafter (unless such Payment Blockage Period is earlier terminated by written notice to the Trustee and the Company from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage Notice because (a) such default is no longer continuing or (b) because such Designated Senior Debt has been repaid in full in cash). Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. . Following the expiration of any Payment Blockage Period, the Company shall (bunless otherwise prohibited as described in the first two sentences of this paragraph) The Company may resume making any and shall resume all required payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1)Notes, upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereofincluding, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is receivedwithout limitation, any missed payments, unless the maturity of any Designated Senior Debt has been accelerated, and and such acceleration remains in full force and effect. If any Payment Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Debt (3) if other than the holders of Debt under the Senior Credit Facility), a Representative of holders of Debt under the Senior Credit Facility may still give another Payment Blockage Notice within the same period. The Company shall give prompt written notice to the Trustee of any default in the payment of any Senior Debt or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not effect the subordination of the Notes to the Senior Debt or the application of the other provisions provided in this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition12.

Default on Senior Debt. (ai) The Company may not make any payment or distribution to the Trustee or any Holder in respect of obligations with respect to the Securities Note and may not acquire from the Trustee or any Holder any Securities loans for cash or property (other than (1Permitted Junior Securities) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) no Holder may accept or retain any securities issued in exchange for Senior Debt and (2) such payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations obligations with respect to the Senior Debt have been paid in full full, in cash, if: (1A) a default in the payment of the any principal of, premium, if any, or interest on other obligations with respect to Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2B) a default default, other than a payment default, on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee Company receives a notice of the default (a “"Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof"). If the Trustee receives Company and the Holder Representative receive from the Agent under the Credit Agreement any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 6(c) unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashNotice. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee Company shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) Notice unless such nonpayment default shall have been waived for a period of not less than 180 days or unless the holder of the Senior Debt was not aware of such default. The Company may and shall resume payments on and distributions in respect of the Securities Notes and the Holder may acquire themreceive and retain the same upon the earlier of: (1) in the case of a default described in Section 12.4(a)(1), upon the date on upon which the default is cured or waived,, or (2) in the case of a default referred to in Section 12.4(a)(26(c)(ii) hereof, the earlier of the date on which such default is cured or waived or 179 days pass after the date on which the applicable Payment Blockage Notice notice is received, unless received if the maturity of any such Senior Debt has not been accelerated, and (3) if this Article Section 6 otherwise permits the payment, payment or distribution or acquisition at the time of such paymentpayment or distribution. (ii) No Holder may take any actions to enforce any of its available remedies upon the occurrence of a Default or an Event of Default, distribution for a period of 90 days following the receipt by the Company and the Holder Representative of a notice from the Agent under the Credit Agreement of any default with respect to the Senior Debt; provided, that such 90 day period shall immediately end in the event (x) of a Default under Section 8(a)(i)(G) or acquisition(H), (y) the Senior Debt is accelerated in accordance with its terms, or (z) the holders of the Senior Debt act to enforce their available remedies upon the occurrence of a default on the Senior Debt.

Default on Senior Debt. (a) The Company may not make Upon (i) the maturity of any Senior Debt by lapse of time, acceleration or otherwise and (ii) receipt by the Trustee of written notice of such maturity, all principal thereof and interest thereon and other amounts then due in connection therewith shall first be paid in full, or such payment shall have been duly provided for, before any payment or distribution to (other than in the Trustee form of Permitted Junior Securities) is made by the Company or any Holder Person acting on behalf of the Company: (i) on account of the principal of or interest on, or other amounts on or in respect of, the Securities; (ii) to acquire any of the Securities for cash or property; or (iii) on account of the redemption provisions of the Securities. 110 119 (b) No payment of the type referred to in clause (i), (ii) or (iii) of Section 15.3(a) in respect of the Securities shall be made if (i) at the time of such payment, there exists a default in payment of all or any portion of the principal of or any interest on any Senior Debt (a "Payment Default") and may such Payment Default shall not acquire from have been cured or waived in writing or the benefits of this sentence waived in writing by or on behalf of the holders of such Senior Debt, and (ii) the Trustee or shall have received written notice of such Payment Default. In addition, during the continuance of any Holder any Securities for cash or property event of default (other than (1a Payment Default) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt Credit Agreement, as such event of default is defined therein, permitting the lenders or their Representative to accelerate the maturity thereof and upon written notice thereof given to the Trustee, with a copy to the Company (the delivery of which shall not affect the validity of the notice to the Trustee), by the Representative of the lenders under the Credit Agreement, then, unless and until such event of default shall have been paid in full if: (1) a default in cured or waived or shall have ceased to exist, no payment shall be made by the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing Company with respect to the principal of or interest on, or other amounts on or in respect of, the Securities or to acquire any of the Securities or on account of the redemption provisions of the Securities; provided, however, that if the lenders under the Credit Agreement or their Representative have not declared the loans then outstanding under the Credit Agreement to be immediately due and payable within 180 days after the occurrence of such event of default (or have declared such Senior Debt that to be immediately due and payable and within such period have rescinded such declaration of acceleration), then permits holders the Company shall resume making any and all required payments in respect of the Senior Debt as Securities (including any missed payments). Notwithstanding any other provisions of this Article 15 or any other provision of this Indenture, only one payment blockage period under the second sentence of this Section 15.3(b) may be commenced within any consecutive 365-day period with respect to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereofSecurities. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for For all purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness Article 15, no event of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice 180-day payment blockage period with respect to the Trustee Senior Debt under the Credit Agreement shall be, or be made, the basis for the commencement of a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect second payment blockage period by the Representative of the Securities and may acquire them: lenders under the Credit Agreement, 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 111 120 (1) and, in the case of a default described any such waiver, no payment shall have been made by the Company to the lenders under the Credit Agreement in Section 12.4(a)(1), upon connection with such waiver other than amounts due pursuant to the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier terms of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition Credit Agreement as in effect at the time of such payment, distribution or acquisitiondefault).

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the pay principal of, or premium, if any, or interest, if any, on, any Series of Securities, or make any deposit pursuant to Section 8.04, and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Securities") if (a) any principal, premium, interest on or any other amount payable in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; provided, however, that the Company may pay any Series of Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. No default described in this paragraph (2) that existed or was continuing on During the date of delivery continuance of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. default (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of other than a default described in Section 12.4(a)(1)clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay any Series of Securities for a period (a "Payment Blockage Period") commencing upon the date on which receipt by the Company and the Trustee of written notice of such default is cured or waived, (2) in from the case of a default referred to in Section 12.4(a)(2) hereof, the earlier Representative of the date on which holders of such default is cured or waived or Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days after the date on which the applicable thereafter (unless such Payment Blockage Notice is receivedearlier terminated (a) by written notice to the Trustee and the Company from the Representative that gave such Payment Blockage Notice, unless the maturity of any (b) because such default is no longer continuing or (c) because such Designated Senior Debt has been accelerated, and (3) if this Article otherwise permits repaid in full in cash). Unless the payment, distribution or acquisition at the time holders of such paymentDesignated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, distribution the Company may (unless otherwise prohibited as described in the first two sentences of this paragraph) resume payments on the Securities after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or acquisitionmore issues of Designated Senior Debt during such period.

Default on Senior Debt. (aUpon the Notification Time, Section 10.03(a) of the Indenture shall be amended as follows: "The Company may not directly or indirectly make any payment or distribution to the Trustee or any Holder in respect of any Obligations with respect to the Securities Subordinated Debt and may not directly or indirectly acquire from the Trustee or any Holder any Securities Subordinated Debt for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt Permitted Junior Securities and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created discharge of this Indenture pursuant to Section 10.5 Article 7 hereof) until all principal Principal and other Obligations with respect to to, and included in, the Senior Debt have been paid in full in cash or cash equivalents if: (1i) a any default with respect to the Senior Debt (including any default in the payment of the any principal ofor other Obligations with respect to, premiumand included in, if anySenior Debt) occurs and is continuing; (ii) a default, or interest other than a payment default, on Senior Debt Debts occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to Section 12.12 10.11 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of first date upon which the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashwas effective. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which Notice unless such default is cured or shall have been waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity for a period of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionnot less than 60 days."

Default on Senior Debt. (a) The Company may not make any payment pay (except in Permitted Junior Securities or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued trust described in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 Article 7 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, or premium, if any, or interest on on, the Notes, or make any deposit pursuant to Section 7.04, and may not repurchase, redeem or otherwise retire any Notes (collectively, "pay the Notes") if (a) any principal, premium, interest or any other amount payable in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the holders of such Senior Debt or, if there is no Representative, from the holders of such Senior Debt. No During the continuance of any default (other than a default described in this paragraph clause (2a) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or upon the expiration of any applicable grace period, the Company may and shall resume payments on and distributions not pay any amounts outstanding or in respect of the Securities and may acquire them: Notes for a period (1a "Payment Blockage Period") in the case of a default described in Section 12.4(a)(1), commencing upon the date on which receipt by the Company and the Trustee of written notice of such default is cured or waived, (2) in from the case of a default referred to in Section 12.4(a)(2) hereof, the earlier Representative of the date on which holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (unless such Payment Blockage Period is earlier terminated by written notice to the Trustee and the Company from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage Notice, (a) because such default is cured no longer continuing or waived or 179 days after the date on which the applicable (b) because such Designated Senior Debt has been repaid in full in cash). Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period. Following the expiration of any period during which the Company is receivedprohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and all required payments in respect of the Notes, including, without limitation, any missed payments, unless the maturity of any Designated Senior Debt has been accelerated, and (3) if and such acceleration remains in full force and effect. The Company shall give prompt written notice to the Trustee of any default in the payment of any Senior Debt or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not effect the subordination of the Notes to the Senior Debt or the application of the other provisions provided in this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition10.

Default on Senior Debt. (a) The In the event and during the continuation of any default by the Company may not make any in the payment or distribution to the Trustee of principal, premium, interest or any Holder in respect other payment due on any Senior Debt of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent Company, as the Securities to (A) case may be, or in the event that the maturity of any Senior Debt and (B) any securities issued of the Company, as the case may be, has been accelerated because of a default, then, in exchange for Senior Debt and (2) payments and other distributions either case, no payment shall be made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations by the Company with respect to the Senior Debt have been paid in full if: principal (1including redemption payments) a default in the payment of the principal of, or premium, if any, or interest on on, the Securities or to acquire any of the Securities (except sinking fund payments made in Securities acquired by the Company prior to such default). In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment is segregated and held in trust) when such payment is prohibited by the preceding paragraph of this Section 14.2, before all Senior Debt occurs of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment shall be held in trust for the benefit of, and is continuing beyond shall be paid over or delivered to, the holders of Senior Debt of the Company or their respective representatives, or to the trustee or trustees under any applicable grace period indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, ratably according to the aggregate amount remaining unpaid on account of the principal, premium, interest or any other payment due on the Senior Debt held or represented by each, for application to the payment of all Senior Debt of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Debt in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the agreement, indenture or other document governing benefit of the holders of such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect , but only to Senior Debt the extent that then permits the holders of the Senior Debt as to which such default relates to accelerate its maturity and (or their representative or representatives or a trustee) notify the Trustee receives a notice in writing within 90 days of such payment of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless amounts then due and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest owing on the Securities that have come due (other than by reason of acceleration) have been paid Senior Debt and only the amounts specified in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice such notice to the Trustee shall be, or be made, paid to the basis for a subsequent Payment Blockage Noticeholders of Senior Debt. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of pay the principal of, premium, if any, or interest on on, this Debenture or make any deposit in respect of this Debenture and may not repurchase, redeem or otherwise retire this Debenture (collectively, "pay this Debenture") if: (i) any Senior Debt occurs and is continuing beyond any applicable grace period not paid when due, (ii) there shall be a default under the Bank Credit Agreement with respect to the following financial covenants, which covenants are currently set forth in the agreementSections 9.1 (a) through (e) therein: (v) Maintenance of Consolidated Net Worth, indenture (w) Minimum Consolidated EBITDA, (x) Interest Coverage Ratio, (y) Senior Leverage Ratio or other document governing such Senior Debt; (z) Fixed Charge Coverage Ratio, or (2iii) a any other default on Senior Debt occurs and the maturity of such Senior Debt is continuing accelerated in accordance with its terms unless, in each case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Debt has been paid in full in cash (including without limitation the cash collateralizing at 105% of the face amount of any obligations under outstanding letters of credit) and any commitment in connection with such Senior Debt to extend further loans or credit to the Company or any Affiliate thereof shall have been terminated (including without limitation, with respect to obligations under the Bank Credit Agreement, the termination of the Commitment). During the continuation of any default (other than a default described in clauses (i), (ii) or (iii) above) with respect to any Senior Debt, 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, the Company may not pay this Debenture for a period (a "Payment Blockage Period") commencing upon the receipt by the Company of written notice of such default from a Representative of such Senior Debt that then permits holders of the Senior Debt as specifying an election to which such default relates to accelerate its maturity and the Trustee receives effect a notice of the default Payment Blockage Period (a “"Payment Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Company from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any Representative which gave such Payment Blockage Notice, no subsequent (ii) by repayment in full in cash of such Senior Debt (including without limitation the cash collateralizing at 105% of the face amount of any obligations under outstanding letters of credit) and the termination of any commitment in connection with such Senior Debt to extend further loans or credit to the Company or any Affiliate thereof (including without limitation, with respect to obligations under the Bank Credit Agreement, the termination of the Commitment) or (iii) because the default specified in such Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since is no longer continuing, as verified in writing by the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities Representative that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent sent such Payment Blockage Notice). Notwithstanding the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Company shall resume payments (including any missed payments) on this Debenture after the end of such Payment Blockage Period unless such payment is otherwise prohibited under this Article 3. Multiple Payment Blockage Periods may be imposed so long as (x) the cumulative period covered by all such Payment Blockage Periods does not exceed 179 days in any 365 consecutive-day period and (y) no more than one Payment Blockage Period may result from the same default. (b) The Company may and shall resume payments failure to make a payment or distribution on and distributions in respect this Debenture by reason of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits 3 shall not be construed or deemed to prevent the paymentoccurrence of an Event of Default hereunder; provided that any acceleration of payment of this Debenture resulting therefrom shall be rescinded if and when the following conditions shall be simultaneously satisfied: (i) each payment or distribution which gave rise to such event of default shall be made, distribution or acquisition at the time and (ii) no other such event of such payment, distribution or acquisitiondefault shall have occurred.

Default on Senior Debt. (a) The Company may shall not make ---------------------- any payment or distribution to the Trustee upon or any Holder in respect of the Securities and may not acquire (except from the Trustee or any Holder any Securities for cash or property trust described in Article VIII) if (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the principal of, premium, if any, or interest on any Obligations with respect to Designated Senior Debt of the Company occurs and is continuing beyond (a "payment default") or any applicable grace period other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in the agreement, indenture accordance with its terms or other document governing such Senior Debt; or (2ii) a default on Senior Debt default, other than a payment default, occurs and is continuing with respect to Designated Senior Debt of the Company that then permits holders of the Designated Senior Debt of the Company as to which such default relates to accelerate its maturity and (a "non-payment default") and, in the case of this clause (ii) only, the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from the Company, a Person who may give it pursuant to Section 12.12 hereof. If Representative for, or the Trustee receives holders of a majority of the outstanding principal amount, of any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes issue of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness Designated Senior Debt of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest Company. Payments on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: be resumed (1a) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived, (2) waived and, in the case of Designated Senior Debt of the Company that has been accelerated, such acceleration has been rescinded, and (b) in case of a default referred to in Section 12.4(a)(2) hereofnon-payment default, the earlier of the date on which such non- payment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt of the Company has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and until 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee, and (3) if shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days. Notwithstanding any other provision in this Article otherwise permits the paymentSection 10.03, distribution or acquisition during any 365 day period, there must be at the time of such payment, distribution or acquisitionleast 180 days where there is no Payment Blockage Notice in effect.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Securities Notes and may not acquire from the Trustee or any Holder any Securities Notes for cash or property (other than (1) securities securities, including capital stock, that are subordinated to at least to the same extent as the Securities Notes to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereofDebt) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the any principal of, premium, if any, or interest on other Obligations with respect to any Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2ii) a default default, other than a payment default, on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to Section 12.12 hereofthe Company. If the Trustee receives any such Payment payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (Ii) at least 360 179 days shall have elapsed since the effectiveness date of receipt by the Trustee of the immediately prior Payment Blockage Notice and or (IIii) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) default shall have been paid in full in cashcured. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant during the period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provision under which a default previously existed or was continuing shall constitute a new default for this purpose). (b) The the Company may and shall resume payments on and distributions in respect of the Securities Notes and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), them upon the date on which the default is cured or waived, earlier of: (2i) in the case of a default referred to in Section 12.4(a)(210.3(a)(i) hereof, the date upon which the default is cured or waived, or (ii) in the case of a default referred to in Section 10.3(a)(ii) hereof, the earlier of (1) the date on which such default is cured or waived or (2) 179 days after the date on which the applicable Payment Blockage Notice is received, unless received by the Company if the maturity of any such Senior Debt has not been accelerated (or, if such Senior Debt has been accelerated, and (3such Senior Debt has been paid in full) and if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment, distribution payment or acquisition.

Default on Senior Debt. (a) The Company may not pay the ----------------------- principal of or interest on the Securities or make any payment deposit pursuant to Section 8.01 and may not repurchase, redeem or distribution to otherwise retire any Securities (collectively, "pay the Trustee Securities") if (a) any principal, premium or any Holder interest in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been is not paid in full if: (1) a default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; provided, however, that the Company may pay the Securities without -------- ------- regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Debt. No default described in this paragraph (2) that existed or was continuing on During the date of delivery continuance of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. default (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of other than a default described in Section 12.4(a)(1)clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Securities for a period (a "Payment Blockage 80 Period") commencing upon the date on which receipt by the Company and the Trustee of written notice of such default is cured or waived, (2) in from the case of a default referred to in Section 12.4(a)(2) hereof, the earlier Representative of the date on holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (unless such Payment Blockage Period is earlier terminated (a) by written notice to the Trustee and the Company from the Representative which gave such Payment Blockage Notice, (b) because such default is cured no longer continuing or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any (c) because such Designated Senior Debt has been accelerated, and (3) if this Article otherwise permits repaid in full in cash). Unless the payment, distribution or acquisition at the time holders of such paymentDesignated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, distribution the Company may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments on the Securities after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or acquisitionmore issues of Designated Senior Debt during such period.

Default on Senior Debt. (a) The Company may not make In the event of any default in payment of the principal of or distribution to the Trustee premium, if any, or interest on, or any Holder other payment obligation under, any Senior Debt beyond any applicable grace period with respect thereto (a "PAYMENT DEFAULT"), then, until all such payments due in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the such Senior Debt have been paid in full if: (1) a in cash or other consideration satisfactory to holders of Senior Debt or such default in shall have been cured or waived, no payment shall be made by the payment of Company with respect to the principal of, premiumor interest (including Contingent Interest and Additional Interest, if any) on the Notes or to acquire any of the Notes (including any purchase pursuant to the purchase right of a Holder upon a Fundamental Change). (b) In addition, if the Trustee shall receive written notice from one or interest on more holders of Senior Debt occurs or one or more representatives of such holder or holders that there has occurred and is continuing beyond any applicable grace period in the agreement, indenture or other document governing under such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as , or any agreement pursuant to which such Senior Debt is issued, any default relates (other than a Payment Default), which default shall not have been cured or waived, giving the holders of such Senior Debt the right to accelerate its maturity declare such Senior Debt immediately due and payable (a "PAYMENT BLOCKAGE NOTICE"), then, anything contained in this Indenture to the contrary notwithstanding, no payment on account of the principal of or interest (including Contingent Interest and Additional Interest, if any) on the Notes, and no repurchase or other acquisition of the Notes, shall be made by or on behalf of the Company during the period (the "PAYMENT BLOCKAGE PERIOD") commencing on the date of receipt of the Payment Blockage Notice and ending on the earlier of 179 calendar days thereafter or the date on which such non-Payment Default is cured or waived. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 13.1 and the Trustee receives a notice first sentence of this Section 13.3), unless the default (a “Payment Blockage Notice”holder(s) from a Person who of such Senior Debt or the representative(s) of such holder(s) shall have accelerated the maturity of such Senior Debt, the Company may give it pursuant to Section 12.12 hereof. If resume payments on the Trustee receives any Notes after the end of such Payment Blockage Notice, no subsequent Period. No new Payment Blockage Notice shall Period may be effective for purposes of this Section commenced unless and until (I) at least 360 calendar days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashNotice. No default described in this paragraph (2) under Senior Debt that is not a Payment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice delivered to the Trustee shall be, or be made, the basis for of a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which Notice unless such default is has been cured or waived and a period of at least 90 days has elapsed since such cure or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionwaiver.

Default on Senior Debt. (a) The Company may not No Guarantor shall make any payment or distribution to the Trustee or any Holder under its Subsidiary Guarantee, whether in respect of the Securities and may not acquire from principal of, premium, if any, or interest on the Trustee Notes or make any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created deposit pursuant to Section 10.5 hereof) until all principal Article 8 of this First Supplemental Indenture or Article Four of the Original Indenture and shall not purchase, redeem or otherwise retire any Notes or make any other Obligations payment with respect to the Senior Debt have been paid in full ifNotes (collectively, “pay its Subsidiary Guarantee”), except that Noteholders may receive and retain Permitted Junior Securities and payments made from a trust already established pursuant to Article 8 of this First Supplemental Indenture or Article Four of the Original Indenture, if either: (1) a default (a “payment default”) in the payment of the principal of, premium, if any, or interest on on, or any other Obligation in respect of, any Designated Senior Debt of such Guarantor occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debtperiod; or (2) any other default (a default on Senior Debt “nonpayment default”) occurs and is continuing with respect to any Designated Senior Debt of such Guarantor that then permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Trustee receives a notice of the such default (a “Subsidiary Guarantee Payment Blockage Notice”) from a Person who may give it pursuant to such Guarantor or the holders of such Designated Senior Debt. Except as provided in Section 12.12 14.02 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company Subsidiary Guarantees may and shall resume payments on and distributions in respect of the Securities and may acquire thembe resumed: (1) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived,; and (2) in the case of a default referred to in Section 12.4(a)(2) hereofnonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Subsidiary Guarantee Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. No new Subsidiary Guarantee Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Subsidiary Guarantee Payment Blockage Notice. No nonpayment default that existed or was continuing with respect to any Designated Senior Debt on the date of delivery of any Subsidiary Guarantee Payment Blockage Notice to the Trustee with respect to such Designated Senior Debt shall be, and (3) if this Article otherwise permits or be made, the payment, distribution basis for a subsequent Subsidiary Guarantee Payment Blockage Notice unless such default has been cured or acquisition at the time waived for a period of such payment, distribution or acquisitionnot less than 90 days.

Default on Senior Debt. (a) The SUBORDINATED DEBT OR ADDITIONAL SENIOR -------------------------------------------------------------- OBLIGATIONS. ------------ In the event and during the continuation of any default by the Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal ofprincipal, premium, if anyinterest or any other payment due on any Senior Indebtedness, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt event that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt Indebtedness has been acceleratedaccelerated because of a default, and then, in either case, no payment shall be made by the Company with respect to the principal (3including redemption payments) if of or interest on the Debentures. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding sentence of this Article otherwise permits Section 16.2, such payment shall be held in trust for the paymentbenefit of, distribution and shall be paid over or acquisition at delivered to, the time holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such paymentSenior Indebtedness may have been issued, distribution as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or acquisitiontheir representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness.

Default on Senior Debt. (a) The If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Senior Debt, no payment of any kind or character shall be made by or on behalf of the Company may not make any payment or distribution to the Trustee or any Holder in other Person on its or their behalf with respect to any Obligations on the Notes or to acquire any of the Securities and may not acquire from the Trustee or any Holder any Securities Notes for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, premiumor otherwise. In addition, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a event of default on Senior Debt occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt that then permits holders outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Senior Debt gives written notice of the Senior Debt as event of default to which such the Trustee (a "Default Notice"), then, unless and until all events of default relates have been cured or waived or have ceased to accelerate its maturity and exist or the Trustee receives a notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period (as defined below), during the 180 days after the delivery of such Default Notice (the "Blockage Period"), neither the Company nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or (y) acquire any of the default (Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a “Payment Blockage Notice”) Period extend beyond 180 days from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since date the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest payment on the Securities that have come Notes was due (other than by reason of acceleration) have been paid in full in cashand only one such Blockage Period may be commenced within any 360 consecutive days. No event of default described in this paragraph (2) that which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or 179 days any breach of any financial covenants for a period commencing after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time commencement of such paymentBlockage Period that, distribution in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or acquisitionwas continuing shall constitute a new event of default for this purpose).

Default on Senior Debt. (a) The Company Issuers may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full Subordinated Note Payments if: (1) a payment default in the payment of the principal of, premium, if any, or interest on any Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debtcontinuing; or (2) a any other default on Senior Debt occurs and is continuing with respect to on Designated Senior Debt that then permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the such default (a “Payment Blockage Notice”) from the Representative of any Designated Senior Debt. (b) Subordinated Note Payments may and shall be resumed: (1) in the case of a Person who may give it pursuant to Section 12.12 hereof. If payment default, upon the date on which such default is cured or waived; and (2) in case of a nonpayment default, upon the earliest of (x) the date on which all nonpayment defaults are cured or waived (so long as no other event of default exists), (y) 180 days after the date on which the applicable Payment Blockage Notice is received and (z) the date on which the Trustee receives any notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage Notice, no subsequent unless the maturity of any Designated Senior Debt has been accelerated. (c) No new Payment Blockage Notice shall may be effective for purposes of this Section delivered unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashNotice. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which Notice unless such default is shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or 179 days any breach of any financial covenants for a period commencing after the date on which the applicable of delivery of such initial Payment Blockage Notice is received, unless the maturity of that in either case would give rise to a default pursuant to any Senior Debt has been accelerated, and (3) if provisions under which a default previously existed or was continuing shall constitute a new default for this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionpurpose).

Default on Senior Debt. (a) The If any Senior Debt is not paid ---------------------- when due and such default is not cured or waived in writing and the holder of such Senior Debt has not waived in writing the benefits of this sentence, the Company may not pay principal of or interest on the Notes or make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not any other obligation arising under this Agreement or acquire from the Trustee or redeem any Holder any Securities Notes for cash or property (other than (1) Capital Stock of the Company or securities that are subordinated to Senior Debt to at least the same extent as the Securities Notes unless and until such default shall have been cured or waived in writing or shall have ceased to (A) exist or such Senior Debt shall have been discharged in accordance with its terms or the holders of such Senior Debt shall have waived in writing the benefit of this sentence, after which the Company shall resume making any and all required payments in respect of the Notes including any missed payments. (Such period during which such payments, acquisitions and redemptions are prohibited being hereinafter referred to as a "Payment Default Blockage Period"). In addition, during the continuance of any other event of default with respect to any Senior Debt 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, upon the receipt by the Company of written notice thereof from or on behalf of the holders of at least a majority of the principal amount of such Senior Debt (taken together as one class) or the Agent on behalf of such holders of Senior Debt, the Company may not pay principal of or interest on the Notes or make any payment in respect of any other obligation arising under this Agreement or acquire or redeem any Notes for cash or property other than Capital Stock of the Company or securities that are subordinated to Senior Debt to at least the same extent as the Notes for a period (the "Non-Monetary Default Blockage Period") commencing on the date of receipt of such notice until the earliest of (x) 180 days thereafter (or, if the holders of the Senior Debt are then stayed from exercising remedies under the Credit Agreement until the earlier of 240 days thereafter or the expiration of such stay), (y) the date, if any, on which the Senior Debt to which such event of default relates is discharged in accordance with its terms or such event of default is waived in writing by the holders of such Senior Debt or otherwise cured and (Bz) any securities issued in exchange for the date, if any, on which such Non- Monetary Default Blockage Period shall have been terminated by written notice to the Company from or on behalf of such holders of Senior Debt or the Agent on behalf of such holders of Senior Debt, after which, in the case of clause (x), (y) or (z), the Company shall, subject to the first sentence of this Section 6.3, resume making any and (2) all required payments and other distributions made from in respect of the Notes, including any defeasance trust created missed payments; provided that nothing in this Section shall have -------- any effect on the rights of the Holders of the Notes to accelerate the maturity of the Notes pursuant to Section 10.5 5.2 (except to the extent otherwise provided in Section 6.4 below); and provided, further, that, subject to the first sentence -------- ------- of this Section 6.3, nothing in this sentence shall prevent payment by the Company on the Notes after 180 days (or up to 240 days, in the circumstances described above) have passed following notice in writing to the holders of Senior Debt of such acceleration pursuant to Section 6.4. No more than one notice of a Non-Monetary Default Blockage Period may be given by or on behalf of the holders of any Senior Debt or the Agent on behalf of such holders of Senior Debt in any 365 day period and no more than four (4) such notices in the aggregate may be given by or on behalf of such holders after the date hereof. Notwithstanding anything in this Agreement to the contrary, there must be 120 consecutive days in any 365-day period in which no Non-Monetary Default Blockage Period is in effect. No event of default (other than an event of default arising under the Credit Agreement) until all principal and other Obligations that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of commencement of any Non- Monetary Default Blockage Period with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing initiating such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Non-Monetary Default Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee Period shall be, or shall be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case commencement of a second Non-Monetary Default Blockage Period by the representative for, or the holders of, such Senior Debt whether or not within a period of 365 consecutive days, unless such event of default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is shall have been cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity for a period of any Senior Debt has been accelerated, and not less than ninety (390) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionconsecutive days.

Default on Senior Debt. (ai) The Company may Issuers shall not make any payment or distribution to the Trustee or any Holder Subordinated Note Payments in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full this Note if: (1) a default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing; or (2) any other default occurs and is continuing with respect to on any series of Designated Senior Debt that then permits holders of the that series of Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee under the Indenture receives a notice of the such default (a “Payment Blockage Notice”) from the holders of any Designated Senior Debt or their Representatives. The Company shall promptly notify the Holder of the occurrence of a Person who may give it pursuant to Section 12.12 hereof. If payment default on Senior Debt and of the Trustee under the Indenture’s receipt of a Payment Blockage Notice; provided that the failure to give such notice shall have no effect whatsoever on the subordination provisions described herein. (ii) Subordinated Note Payments may and will be resumed: (1) in the case of a payment default, upon the date on which such default is cured or waived; and (2) in the case of a nonpayment default, upon the earliest of (i) the date on which such nonpayment default is cured or waived (so long as no other event of default exists), (ii) 179 days after the date on which the Payment Blockage Notice is received or (iii) the date on which Trustee under the Indenture receives any notice from a Representative for the respective issue of Designated Senior Debt rescinding such Payment Blockage Notice, no subsequent unless the maturity of any Designated Senior Debt has been accelerated. (iii) No new Payment Blockage Notice shall may be effective for purposes of this Section delivered unless and until (I) at least 360 days shall have elapsed since the effectiveness delivery of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashNotice. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall under the Indenture will be, or be made, the basis for a subsequent Payment Blockage NoticeNotice unless such default has been cured or waived for a period of not less than 90 days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of delivery of such initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default previously existed or was continuing shall constitute a new default for this purpose). (biv) If the Holder receives a Subordinated Note Payment when the payment is prohibited by these subordination provisions, the Holder will hold such Subordinated Note Payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the Holder will deliver the Subordinated Note Payment in trust to the holders of Senior Debt or their proper Representative. (v) The Company may and shall resume payments on and distributions in respect promptly notify holders of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if payment of this Article otherwise permits Note is accelerated because of an Event of Default; provided that the payment, distribution or acquisition at failure to give notice shall have no effect whatsoever on the time of such payment, distribution or acquisitionsubordination provisions described herein.

Default on Senior Debt. (a) The Company may shall not make any payment or distribution to the Trustee upon or any Holder ---------------------- in respect of the Securities and may not acquire (except from the Trustee or any Holder any Securities for cash or property trust described in Article VIII) if (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the principal of, premium, if any, or interest on any Obligations with respect to Designated Senior Debt of the Company occurs and is continuing beyond (a "payment default") or any applicable grace period other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in the agreement, indenture accordance with its terms or other document governing such Senior Debt; or (2ii) a default on Senior Debt default, other than a payment default, occurs and is continuing with respect to Designated Senior Debt of the Company that then permits holders of the Designated Senior Debt of the Company as to which such default relates to accelerate its maturity and (a "non-payment default") and, in the case of this clause (ii) only, the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from the Company, a Person who may give it pursuant to Section 12.12 hereof. If Representative for, or the Trustee receives holders of a majority of the outstanding principal amount, of any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes issue of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness Designated Senior Debt of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest Company. Payments on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: be resumed (1a) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived, (2) waived and, in the case of Designated Senior Debt of the Company that has been accelerated, such acceleration has been rescinded, and (b) in case of a default referred to in Section 12.4(a)(2) hereofnon-payment default, the earlier of the date on which such non-payment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt of the Company has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and until 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee, and (3) if shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days. Notwithstanding any other provision in this Article otherwise permits the paymentSection 10.03, distribution or acquisition during any 365 day period, there must be at the time of such payment, distribution or acquisitionleast 180 days where there is no Payment Blockage Notice in effect.

Default on Senior Debt. (a) The Unless SECTION 9.2 shall be applicable, the Company may not make any payment or distribution to the Trustee Bank upon or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities Obligations for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the any principal of, premium, if any, or interest on, Senior Debt occurs and is continuing; or (ii) a default, other than a payment default, on Senior Debt occurs and is continuing beyond any applicable grace period in that would then permit the agreement, indenture or other document governing holders of such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a Bank has received written notice (the "NONPAYMENT DEFAULT NOTICE") of the default from the Senior Agent. With respect to any Nonpayment Default Notice received by the Bank (a “Payment Blockage Notice”x) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Nonpayment Default Notice received within 365 calendar days after such first Nonpayment Default Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (IIy) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No no nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Nonpayment Default Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Nonpayment Default Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire themObligations (including any missed payments, which the Company will make as soon as permitted hereunder) when: (1i) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or acceleration is rescinded or annulled or the Senior Debt shall have been discharged in accordance with this ARTICLE IX or as agreed to by the holders of the Senior Debt, or (ii) 179 days shall pass after the date on which the applicable Payment Blockage a Nonpayment Default Notice is received, unless was received if the maturity of any such Senior Debt has not been acceleratedaccelerated at such time, and (3) if this Article ARTICLE IX otherwise permits the payment, distribution or acquisition payment at the time of such payment, distribution or acquisitiontime.

Default on Senior Debt. (a) The Company may Issuer shall not make any payment or distribution to the Trustee upon or any Holder in respect of the Securities and may not acquire (except from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full described under Article 8) if: (1) a default in the payment of the principal of, premium, if any, or interest on any Obligations with respect to Designated Senior Debt of the Issuer occurs and is continuing beyond any applicable grace period (a “payment default”) or any other default on Designated Senior Debt of the Issuer occurs and the maturity of such Designated Senior Debt is accelerated and not paid in the agreementfull, indenture in cash or other document governing such Senior DebtCash Equivalents, in accordance with its terms; or (2) a default on Senior Debt default, other than a payment default, occurs and is continuing with respect to Designated Senior Debt of the Issuer that then permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and (a “non-payment default”) and, in the case of this clause (2) only, the Trustee receives a notice of the such default (a “Payment Blockage Notice”) from the Issuer, a Person who Representative for, or the holders of a majority of the outstanding principal amount of, any issue of Designated Senior Debt. (b) Payments on the Securities may give it pursuant to Section 12.12 hereof. If and shall be resumed: (1) in the case of a payment default, upon the date on which such default is cured or waived and, in the case of any such Designated Senior Debt that has been accelerated, such acceleration has been rescinded; and (2) in case of a non-payment default, the earliest of (I) the date on which such non-payment default is cured or waived, (II) 179 days after the date on which the applicable Payment Blockage Notice is received, and (III) the date on which the Trustee receives any notice from the Representative for such Payment Blockage Notice, no subsequent Designated Senior Debt of the Issuer rescinding the Payment Blockage Notice shall be effective for purposes (such period beginning upon the delivery of this Section unless a Payment Blockage Notice and until ending on the earlier of clauses (I) at least to (III), the “Payment Blockage Period”), unless the maturity of any such Designated Senior Debt has been accelerated. (c) No new Payment Blockage Notice may be delivered unless and until: (1) 360 days shall have elapsed since the effectiveness delivery of the immediately prior Payment Blockage Notice and Notice; and (II2) all scheduled payments of principal principal, interest and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. . (d) No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (be) The Company In any event, notwithstanding the foregoing, (x) no more than one Payment Blockage Period may be commenced during any 360-day period and there shall resume payments on be a period of at least 181 days during each 360-day period when no Payment Blockage Period is in effect and distributions in respect of (y) so long as there shall remain outstanding Designated Senior Debt under the Securities and may acquire them: (1) in the case of Senior Credit Facility, a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless may only be given by the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionRepresentatives thereunder.

Default on Senior Debt. (a) The Company may shall not pay the principal of, premium, if any, or interest on the Notes or make any payment deposit pursuant to Article 8 of this First Supplemental Indenture or distribution to the Trustee or any Holder in respect Article Four of the Securities Original Indenture and may shall not acquire from the Trustee purchase, redeem or otherwise retire any Holder Notes or make any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations payment with respect to the Senior Debt have been paid in full ifNotes (collectively, “pay the Notes”), except that Noteholders may receive and retain Permitted Junior Securities and payments made from a trust already established pursuant to Article 8 hereof or Article Four of the Original Indenture, if either: (1) a default (a “payment default”) in the payment of the principal of, premium, if any, or interest on on, or any other Obligation in respect of, any Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debtperiod; or (2) any other default (a default on Senior Debt “nonpayment default”) occurs and is continuing with respect to any Designated Senior Debt that then permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Trustee receives a notice of the such default (a “Payment Blockage Notice”) from a Person who may give it pursuant to the Company or the holders of such Designated Senior Debt. Except as provided in Section 12.12 13.02 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company Notes may and shall resume payments on and distributions in respect of the Securities and may acquire thembe resumed: (1) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived,; and (2) in the case of a default referred to in Section 12.4(a)(2) hereofnonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing with respect to any Designated Senior Debt on the date of delivery of any Payment Blockage Notice to the Trustee with respect to such Designated Senior Debt shall be, and (3) if this Article otherwise permits or be made, the payment, distribution basis for a subsequent Payment Blockage Notice unless such default has been cured or acquisition at the time waived for a period of such payment, distribution or acquisitionnot less than 90 days.

Default on Senior Debt. Upon the final maturity of any Senior Debt by lapse of time, acceleration or otherwise, all such Senior Debt shall first be paid in full in cash, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Debt, before any payment is made by the Corporation or any Person acting on behalf of the Corporation on account of the principal, premium (aif any) The Company or interest of the Securities. Until all Senior Debt has been paid in full, in cash or cash equivalents, the Corporation may not not, directly or indirectly, make any payment of principal, premium (if any) or distribution to the Trustee or any Holder in respect of interest on the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (or make any other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations distribution with respect to the Senior Debt have been paid in full Securities if: (1i) a default in the payment of the principal ofprincipal, premium, premium (if any, ) or interest on or the payment of other amounts due under or in connection with any Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture (a "Payment Default") unless and until such default has been cured or other document governing such Senior Debtwaived; or (2ii) a default default, other than a Payment Default, on any Senior Debt occurs and is continuing with respect to Senior Debt that then permits the holders (or the agent) of the such Senior Debt as to which such default relates under the terms thereof to accelerate its maturity (a "Non-Payment Default"), and such default is either the subject of judicial proceedings or the Trustee receives and such Paying Agent receive a notice of the default (a “Payment Blockage Notice”) from a Person person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) 9.11 at least 360 days shall have elapsed since the effectiveness of the immediately two Business Days prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall berelevant payment date; provided, however, that only one such notice relating to the same event of default or any other default existing at the time of such notice under the Senior Debt may be made, the basis for a subsequent Payment Blockage Notice. (b) given during any 365 consecutive day period. The Company may and Corporation shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), them upon the date on which earlier of (a) when the default is cured or waived, waived or (2b) in the case of a default referred to in Section 12.4(a)(29.03(ii) hereofabove, the earlier 179th day after the receipt of notice by the Trustee or the Paying Agent (with respect to a Non-Payment Default, such period of time shall be hereinafter referred to as a "Payment Blockage Period"). In addition, no Non-Payment-Default which existed or was continuing on the date of the date on which such default is cured or waived or 179 days after the date on which the applicable commencement of any Payment Blockage Notice is received, unless Period with respect to the maturity of any Senior Debt has been accelerated, and and which was known to the holders (3or agent) if this Article otherwise permits the payment, distribution or acquisition at the time of such paymentSenior Debt on such date of commencement shall be made the basis for the commencement of a second Payment Blockage Period by the holders (or the agent) of such Senior Debt whether or not within a period of 365 consecutive days unless and until all scheduled payments of principal, distribution premium (if any) or acquisitioninterest then due and payable have been made on the Securities.

Default on Senior Debt. (a) The Company may not make any payment pay (except in Permitted Junior Securities or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued trust described in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 Article 8 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, or premium, if any, or interest on on, the Notes, or make any deposit pursuant to Section 8.04, and may not repurchase, redeem or otherwise retire any Notes (collectively, "PAY THE NOTES") if (a) any principal, premium, interest or any other amount payable in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of the holders of such Senior Debt or, if there is no Representative, from the holders of such Senior Debt. No During the continuance of any default (other than a default described in this paragraph clause (2a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Notes for a period (a "PAYMENT BLOCKAGE PERIOD") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt, specifying an election to effect a Payment Blockage Period (a "PAYMENT BLOCKAGE NOTICE") and ending 179 days thereafter (unless such Payment Blockage Period is earlier terminated (a) by written notice to the Trustee and the Company from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage 80 Notice, (b) bexxxxx xxxx xxxxxxx xx xx xxxxxx xxxxxxxxxx xx (x) xxxxxxx xxxx Xxxxgnated Senior Debt has been repaid in full in cash). Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The . Following the expiration of any period during which the Company may and shall resume is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and distributions all required payments in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1)Notes, upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereofincluding, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is receivedwithout limitation, any missed payments, unless the maturity of any Designated Senior Debt has been accelerated, and (3) if and such acceleration remains in full force and effect. The Company shall give prompt written notice to the Trustee of any default in the payment of any Senior Debt or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not effect the subordination of the Notes to the Senior Debt or the application of the other provisions provided in this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition11.

Default on Senior Debt. (ai) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of pay the principal of, premium, if any, or interest on, this Debenture or make any deposit in respect of this Debenture (not including any reservation of Common Stock for purposes of the conversion of Debentures) and may not repurchase, redeem or otherwise retire this Debenture (collectively, "pay this Debenture") if (i) the principal of or interest on any Senior Debt occurs and is continuing beyond not paid when due or (ii) any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and (ii) the maturity of such Senior Debt is continuing accelerated in accordance with its terms unless, in each case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) and (ii) of the preceding sentence) with respect to any Senior Debt that then permits holders 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, the Company may not pay this Debenture for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Holder of written notice of such default from a representative of such Senior Debt as specifying an election to which such default relates to accelerate its maturity and the Trustee receives effect a notice of the default Payment Blockage Period (a “"Payment Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Company from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any representative which gave such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (Iii) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid repayment in full in cash. No default described in this paragraph of such Senior Debt or (2iii) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which because the default is cured or waived, (2) specified in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is receivedno longer continuing). Notwithstanding the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless the holders of such Senior Debt or the representative of such holders shall have accelerated the maturity of such Senior Debt, the Company shall resume payments (including any Senior Debt has been accelerated, and (3missed payments) if on this Article otherwise permits Debenture after the payment, distribution or acquisition at the time end of such payment, distribution or acquisitionPayment Blockage Period unless such payment is otherwise prohibited under this Section 13. Multiple Payment Blockage Periods may be imposed so long as (x) the cumulative period covered by all such Payment Blockage Periods does not exceed 179 days in any 365 consecutive day period and (y) no more than one Payment Blockage Period may result from the same default.

Default on Senior Debt. (ai) The Company Borrower may not make any payment or distribution to the Trustee or any Holder in respect of the Securities Obligations with respect to this Note and may not acquire from the Trustee all or any portion of this Note from any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as payment of interest in kind and the Securities to (A) Senior Debt and (B) any securities issued issuance of shares of Common Stock in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereofconnection with the conversion of this Note) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a payment default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a any other default on Senior Debt occurs and is continuing with respect to on any series of Senior Debt that then permits holders of the that series of Senior Debt as to which such default relates to accelerate its maturity and the Trustee Holder receives a notice of the such default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereofthe Borrower or the holders of any Senior Debt. If the Trustee Holder receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall will be effective for purposes of this Section 9(c) unless and until (IA) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (IIB) all scheduled payments of principal and premium, if any, and interest on the Securities this Note that have come due (other than by reason of acceleration) have been paid in full in cashcash or in kind, as applicable. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall Holder may be, or may be made, the basis for a subsequent Payment Blockage NoticeNotice unless such default has been cured or shall have been waived for a period of not less than 90 days. (bii) The Company Borrower may and shall will resume payments on and distributions in respect of the Securities this Note, and may acquire themall or any portion of this Note in accordance with the terms of this Note, upon the earlier of: (1) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on upon which the such default is cured or waived,, or (2) in the case of a default referred to in Section 12.4(a)(2) hereofnonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article Section 9 otherwise permits the payment, distribution or acquisition at the time of such payment, distribution payment or acquisitionacquisition .

Default on Senior Debt. (a) The Company may not make In the event and during the continuation of: (i) any default (or any event which, with the passage of time or the giving of notice, or both, would constitute an event of default) in the payment of principal of (or distribution premium, if any) or interest on any Senior Debt or any amount owing from time to time under or in respect of Senior Debt, or in the event that any nonpayment event of default with respect to any Senior Debt shall have occurred and be continuing and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the Trustee date on which it would otherwise have become due and payable; or (ii) in the event that any other nonpayment event of default (or any Holder event which, with the passage of time or the giving of notice, or both, would constitute a nonpayment default) with respect to any Senior Debt shall have occurred and be continuing permitting the holders of such Senior Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable (the circumstances described in clauses (i) and (ii) above being referred to as a “Senior Debt Default”); then, in any such case, the Company shall make no payment, direct or indirect, in respect of the Securities, including but not limited to any payment which may be payable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities are to (Ax) Senior Debt and (By) any securities issued in exchange for Senior Debt Debt), unless and until (2A) payments such default or potential event of default specified in clause (i) above shall have been cured or such event of default shall have been waived or shall have ceased to exist or such acceleration shall have been rescinded or annulled, or (B) in case of any other nonpayment event of default specified in clause (ii) above, during the period (a “Payment Blockage Period”) commencing on the date the Company and other distributions made the Trustee receive written notice (a “Payment Notice”) of such a nonpayment event of default (which notice shall be binding on the Trustee and the Holders as to the occurrence of such an event of default) from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to a holder of the Senior Debt have been paid in full if: to which such default relates, and ending on the earlier of (1I) a default in the payment of the principal of, premiumdate, if any, or interest on which such Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and is discharged or such default is waived by the Trustee receives a notice holders of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice Senior Debt or otherwise cured and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date on which the Trustee receives written notice from the holder of delivery of such Senior Debt to which such default relates terminating the Payment Blockage Period. Notwithstanding the foregoing, during any Payment Blockage Notice to the Trustee shall be, or be madePeriod, the basis Company shall make payments for a subsequent Payment Blockage Noticerescinded subscriptions under Section 2.2(b). (b) The Subject to the provisions of Section 6.9 and Section 10.8, neither the Trustee nor the Holders may take any action to assert, demand, xxx for, collect, enforce or realize upon the Securities or the related Obligations or any part thereof in any period during which the Company may and shall resume payments is not permitted to make payment on and distributions in respect account of the Securities pursuant to this Section, unless and may acquire them: (1) in only to the case extent that the commencement of a default described in Section 12.4(a)(1)legal action may be required to toll the running of any applicable statute of limitations. Notwithstanding the foregoing, upon if, after 179 days have passed since the date on which the default is cured or waived, (2) in the case commencement of a default referred to in Section 12.4(a)(2) hereofany Payment Blockage Period, and an Event of Default exists under this Indenture, the earlier Trustee may bring suit to enforce all Obligations under the Indenture; provided, however, that the provisions of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionSection 10.4 and Section 10.5 are complied with.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Securities Debentures and may not acquire from the Trustee or any Holder any Securities Debentures for cash or property (other than (1) securities securities, including capital stock, that are subordinated to at least to the same extent as the Securities Debentures to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereofDebt) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the any principal of, premium, if any, or interest on other Obligations with respect to any Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2ii) a default default, other than a payment default, on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to Section 12.12 10.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness date of receipt by the Trustee of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashNotice. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant for a period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provision under which a default previously existed or was continuing shall constitute a new default for this purpose). (b) The Company may and shall resume payments on and distributions in respect of the Securities Debentures and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), them upon the date on which the default is cured or waived, earlier of: (2i) in the case of a default referred to in Section 12.4(a)(210.03(a)(i) hereof, the date upon which the default is cured or waived, or (ii) in the case of a default referred to in Section 10.03(a)(ii) hereof, the earlier of (1) the date on which such default is cured or waived or (2) 179 days after the date on which the applicable Payment Blockage Notice is received, unless received by the Company if the maturity of any such Senior Debt has not been accelerated (or, if such Senior Debt has been accelerated, and (3such Senior Debt has not been paid in full) and if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment, distribution payment or acquisition.

Default on Senior Debt. (a) The Company may shall not make any ---------------------- payment or distribution to the Trustee upon or any Holder in respect of the Securities and may not acquire (except from the Trustee or any Holder any Securities for cash or property trust described in Article VIII) if (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the principal of, premium, if any, or interest on any Obligations with respect to Designated Senior Debt of the Company occurs and is continuing beyond (a "payment default") or any applicable grace period other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in the agreement, indenture accordance with its terms or other document governing such Senior Debt; or (2ii) a default on Senior Debt default, other than a payment default, occurs and is continuing with respect to Designated Senior Debt of the Company that then permits holders of the Designated Senior Debt of the Company as to which such default relates to accelerate its maturity and (a "non-payment default") and, in the case of this clause (ii) only, the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from the Company, a Person who may give it pursuant to Section 12.12 hereof. If Representative for, or the Trustee receives holders of a majority of the outstanding principal amount, of any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes issue of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness Designated Senior Debt of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest Company. Payments on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: be resumed (1a) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived, (2) waived and, in the case of Designated Senior Debt of the Company that has been accelerated, such acceleration has been rescinded, and (b) in case of a default referred to in Section 12.4(a)(2) hereofnon-payment default, the earlier of the date on which such non- payment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt of the Company has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and until 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee, and (3) if shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days. Notwithstanding any other provision in this Article otherwise permits the paymentSection 10.03, distribution or acquisition during any 365 day period, there must be at the time of such payment, distribution or acquisitionleast 180 days where there is no Payment Blockage Notice in effect.

Default on Senior Debt. In the event (ai) The of any default by the Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of principal, interest or any other payment due on any Senior Debt continuing beyond the principal of, premiumperiod of grace, if any, or interest on specified in the instrument evidencing such Senior Debt occurs and is continuing beyond any applicable grace period in during the agreementcontinuation of such default, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days such default shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is receivedshall have ceased to exist, unless or (ii) the maturity of any Senior Debt has been accelerated because of a default, then no payment shall be made by the Company with respect to the principal of (including redemption payments, if any), or interest on the Notes (except that holders of the Notes may receive and retain Permitted Junior Securities and payments from a trust described under Article XIV so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the Notes in accordance with the provisions of Article XIV and without violating the provisions of Article XII of this Indenture (a "Defeasance Trust Payment")). Notwithstanding the foregoing, the prohibition set forth in this paragraph in the case of clause (i) above shall not extend beyond the period that is 179 days following the date of occurrence of the initial payment default that commenced such prohibition unless the maturity of the applicable Senior Debt has been accelerated. In the event that, and (3) if notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Article otherwise permits Section 12.2, such payment shall be held in trust for the paymentbenefit of, distribution and shall be paid over or acquisition at delivered to, the time holders of Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such paymentSenior Debt may have been issued, distribution as their respective interests may appear, but only to the extent that the holders of the Senior Debt (or acquisitiontheir representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on the Senior Debt and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Debt.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the pay principal of, or premium, if any, or interest on on, the Securities, or make any deposit pursuant to Article VIII, and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Securities"), if (a) any principal, premium or interest in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (i) the default has been cured or waived and any such acceleration has been rescinded or (ii) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; PROVIDED, HOWEVER, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. No default described in this paragraph (2) that existed or was continuing on During the date of delivery continuance of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. default (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of other than a default described in Section 12.4(a)(1)clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the date on which receipt by the Company and the Trustee of written notice of such default is cured or waived, (2) in from the case of a default referred to in Section 12.4(a)(2) hereof, the earlier Representative of the date on which holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (unless such Payment Blockage Period is earlier terminated (x) by written notice to the Trustee and the Company from the Representative that gave such Payment Blockage Notice, (y) because such default is cured no longer continuing or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any (z) because such Designated Senior Debt has been accelerated, and (3) if this Article otherwise permits repaid in full in cash). Unless the payment, distribution or acquisition at the time holders of such paymentDesignated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, distribution the Company may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments on the Securities after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or acquisitionmore issues of Designated Senior Debt during such period.

Default on Senior Debt. (a) The In addition to the provisions of preceding Section 10.02, neither the Company nor any Person on its behalf may not make any payment (in cash, property or distribution to the Trustee other assets) upon or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property Notes (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof8.05 hereof so long as, at the time of deposit thereof in such trust, such payments did not violate this Article X and otherwise complied with the provisions of Article VIII) until all principal and other Obligations with respect to the all Senior Debt of the Company have been paid in full in cash if: (1a) a default in the payment any Obligations with respect to Senior Debt of the principal of, premium, if any, or interest Company are not paid when due; or (b) any other default on Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness Representative of the immediately prior Payment Blockage Notice and (II) all scheduled payments holders of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashsuch Designated Senior Debt. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire themNotes: (1a) in cases where clause (a) of the immediately preceding paragraph is applicable, upon such date when all payment defaults as described therein are cured or waived, or (b) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, clause (2b) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or immediately preceding paragraph, 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived (or earlier if the respective payment blockage period is terminated (i) by written notice to the Trustee and the Company from the person or persons who gave the respective Payment Blockage Notice or (ii) because no defaults continue in existence which would permit the acceleration of maturity of any Designated Senior Debt at such time), unless the maturity of any Designated Senior Debt has been acceleratedaccelerated (with each payment blockage period described above in this clause (b) being herein called a ("Payment Blockage Period"). No new Payment Blockage Period may be commenced pursuant to clause (b) of the first paragraph of this Section 10.03 unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default which existed or was continuing (it being acknowledged that any subsequent action that would give rise to a default pursuant to any provision under which a default previously existed or was continuing, and (3and any failure to comply with a financial covenant for a subsequent period, shall constitute a new default for this purpose) if this Article otherwise permits on the payment, distribution or acquisition at date of the time commencement of any Payment Blockage Period shall be the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such paymentDesignated Senior Debt, distribution even if not within a period of 360 consecutive days, unless such default shall have been cured or acquisitionwaived for a period of not less than 90 consecutive days.

Default on Senior Debt. (a) The Company may Issuer shall not make any payment or distribution to pay the Trustee or any Holder principal of, premium, if any, interest, Additional Amounts, if any, and Liquidated Damages, if any, in respect of the Securities and may not acquire from the Trustee Notes or make any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created deposit pursuant to Section 10.5 hereof8.2 or repurchase or redeem or otherwise retire any Notes (collectively, "pay the Notes") until all principal (except that Holders of Notes may receive and other Obligations with respect to retain (i) Permitted Junior Securities and (ii) payments made from the Senior Debt have been paid trust described in full if: Article VIII) if (1) a default in the payment of the principal of, premium, if any, or interest interest, additional amounts, if any, and liquidated damages, if any, on Designated Senior Debt occurs and is continuing beyond any applicable period of grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a any other default on Senior Debt occurs and is continuing with respect to Designated Senior Debt that then permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from the agent or Representative of any Designated Senior Debt. Payments on the Notes may and shall be resumed (a) in the case of a Person who may give it pursuant default set forth in clause (1) above, upon the date on which such default is cured on waived and (b) in case of a default set forth in clause (2) above, 179 days after the date on which the applicable Payment Blockage Notice is received (or earlier if such period of payment blockage is terminated (i) by written notice to Section 12.12 hereof. If the Trustee receives any and the Issuer from the Person or Persons who gave such Payment Blockage Notice, no subsequent (ii) because the default giving rise to such Payment Blockage Notice shall is no longer continuing or (iii) because such Designated Senior Debt has been repaid in full in cash or Cash Equivalents); provided, however, that, if the maturity of any Designated Senior Debt has been accelerated by the holders thereof, payments on the Notes may not be effective for purposes resumed by the Issuer notwithstanding that the conditions set forth in clauses (a) or (b) above may have been satisfied. No new period of this Section payment blockage may be commenced unless and until (Ii) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (IIii) all scheduled payments of principal and of, premium, if any, interest, Additional Amounts, if any, and interest Liquidated Damages, if any, on the Securities Notes that have come due (other than by reason of acceleration) have been paid in full in cash. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which Notice unless such default is cured or shall have been waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity for a period of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionnot less than 180 days.

Default on Senior Debt. (a) The Company may shall not pay the principal of, premium, if any, or interest on the Notes or make any payment deposit pursuant to Article 8 of this First Supplemental Indenture or distribution to the Trustee or any Holder in respect Article Four of the Securities Original Indenture and may shall not acquire from the Trustee purchase, redeem or otherwise retire any Holder Notes or make any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations payment with respect to the Senior Debt have been paid in full ifNotes (collectively, "pay the Notes"), except that Noteholders may receive and retain Permitted Junior Securities and payments made from a trust already established pursuant to Article 8 hereof or Article Four of the Original Indenture, if either: (1) a default (a "payment default") in the payment of the principal of, premium, if any, or interest on on, or any other Obligation in respect of, any Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debtperiod; or (2) any other default (a default on Senior Debt "nonpayment default") occurs and is continuing with respect to any Designated Senior Debt that then permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to the Company or the holders of such Designated Senior Debt. Except as provided in Section 12.12 12.02 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company Notes may and shall resume payments on and distributions in respect of the Securities and may acquire thembe resumed: (1) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived,; and (2) in the case of a default referred to in Section 12.4(a)(2) hereofnonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing with respect to any Designated Senior Debt on the date of delivery of any Payment Blockage Notice to the Trustee with respect to such Designated Senior Debt shall be, and (3) if this Article otherwise permits or be made, the payment, distribution basis for a subsequent Payment Blockage Notice unless such default has been cured or acquisition at the time waived for a period of such payment, distribution or acquisitionnot less than 90 days.

Default on Senior Debt. (a) The Company may not make any payment or distribution (including any payment or distribution that may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes) to the Trustee or any Holder of Notes in respect of Obligations or Claims with respect to the Securities Notes and may not acquire from the Trustee or any Holder of Notes any Securities Notes for cash or property (other than (1) securities except that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) Holders of Notes may receive payments and other distributions made from any defeasance the trust created pursuant to Section 10.5 described in Article VII hereof) until all principal principal, interest and other Obligations with respect to the Senior Debt have been paid in full in cash if: (1A) a default occurs in the payment when due of the principal of, premium, if anyinterest on, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreementother Obligation with respect to, indenture or other document governing such any Senior Debt; or; (2B) a default on Senior Debt default, other than a payment default, occurs and is continuing with respect to any Senior Debt that then permits the holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the such default (a “Payment Blockage Notice”) from the Representative of any Senior Debt. The Company may and shall resume payments on, and distributions in respect of, the Notes and may acquire them upon: (1) in the case of a Person who may give it pursuant default referred to in Section 12.12 9.03(A) hereof, the date on which such default is cured or waived in accordance with the terms of such Senior Debt, or (2) in the case of a default referred to in Section 9.03(B) hereof, the earlier of (x) the date on which such default is cured or waived in accordance with the terms of such Senior Debt, or (y) 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee, unless the maturity of any Senior Debt has been accelerated. If the Trustee receives any such Payment Blockage Notice, no subsequent new Payment Blockage Notice shall be effective for purposes of delivered pursuant to this Section 9.03 unless and until until: (Ia) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and Notice; and (IIb) all scheduled payments of principal and of, premium, if any, and interest on the Securities Notes that have come due (other than by reason of acceleration) have been paid in full in cash. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which Notice unless such default is shall have been cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity for a period of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionnot less than 90 days.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of pay the principal of, premium, if any, or interest on on, the Securities or make any deposit pursuant to Section 8.1 and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Securities") if (i) any Senior Debt occurs and is continuing beyond not paid when due or (ii) any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and the maturity of such Senior Debt is continuing accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Debt. During the continuance of any default (other that a default described in clause (i) or (ii) of the preceding sentence) with respect to any Senior Debt 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, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of the Bank Debt or a Representative of the holders of any Designated Senior Debt specifying an election of effect a Payment Blockage Period (a "Payment Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the Representative which gave such Payment Notice, (ii) by repayment in full of such Senior Debt or (iii) because the default specified in such Payment 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), unless the holders of such Senior Debt or the Representative of such holders shall have accelerated the maturity of such Senior Debt, the Company may resume payments on the Securities after the end of such Payment Blockage Period. Not more than one Payment Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Debt that then permits holders of the Senior Debt as to which during such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Noticeperiod. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the pay principal of, or premium, if any, or interest on on, the Securities, or make any deposit pursuant to Section 1202, and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Securities") if (a) any principal, premium or interest in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. No default described in this paragraph (2) that existed or was continuing on During the date of delivery continuance of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. default (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of other than a default described in Section 12.4(a)(1)clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Securities for a period (a "Payment Blockage Period") commencing upon the date on which receipt by the Company and the Trustee of written notice of such default is cured or waived, (2) in from the case of a default referred to in Section 12.4(a)(2) hereof, the earlier Representative of the date on which holders of such default is cured or waived or Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days after the date on which the applicable thereafter (unless such Payment Blockage Notice is receivedearlier terminated (a) by written notice to the Trustee and the Company from the Representative that gave such Payment Blockage Notice, unless the maturity of any (b) because such default is no longer continuing or (c) because such Designated Senior Debt has been accelerated, and (3) if this Article otherwise permits repaid in full in cash). Unless the payment, distribution or acquisition at the time holders of such paymentDesignated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, distribution the Company may (unless otherwise prohibited as described in the first sentence of this paragraph) resume payments on the Securities after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or acquisitionmore issues of Designated Senior Debt during such period.

Default on Senior Debt. (ai) The Company Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full Subordinated Guarantee Payments if: (1) a default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing; or (2) any other default occurs and is continuing with respect to on any series of Designated Senior Debt that then permits holders of the that series of Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee under the Indenture receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this as set forth in Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice7(c). (bii) The Company Subordinated Guarantee Payments may and shall resume payments on and distributions in respect of the Securities and may acquire themwill be resumed: (1) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived,; and (2) in the case of a default referred to in Section 12.4(a)(2nonpayment default, upon the earliest of (i) hereof, the earlier of the date on which such nonpayment default is cured or waived or (so long as no other event of default exists), (ii) 179 days after the date on which the applicable Payment Blockage Notice is receivedreceived or (iii) the date on which Trustee under the Indenture receives notice from a Representative for the respective issue of Designated Senior Debt rescinding such Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated, and. (3iii) if this Article otherwise permits If the paymentHolder receives a Subordinated Guarantee Payment when the payment is prohibited by these subordination provisions the Holder will hold such Subordinated Guarantee Payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, distribution the Holder will deliver the Subordinated Guarantee Payment in trust to the holders of Senior Debt or acquisition at the time of such payment, distribution or acquisitiontheir proper Representative.

Default on Senior Debt. (a) The Company Such Guarantor may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Securities Notes and may not acquire from the Trustee or any Holder any Securities Notes for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereofPermitted Junior Securities) until all principal and other Obligations with respect to the Senior Debt of such Guarantor have been paid in full if: (1) a payment default in the payment of the principal of, premium, if any, or interest on Senior Debt of such Guarantor occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a any other default on Senior Debt occurs and is continuing with respect to on any series of Senior Debt that then permits holders of the that series of Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to Section 12.12 hereofsuch Guarantor or the holders of any such Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall will be effective for purposes of this Section unless and until (IA) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (IIB) all scheduled payments of principal principal, premium and premiumLiquidated Damages, if any, and interest on the Securities Notes that have come due (other than by reason of acceleration) have been paid in full in cash. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall may be, or may be made, the basis for a subsequent Payment Blockage NoticeNotice unless such default has have been waived for a period of not less than 180 days. (b) The Company Such Guarantor may and shall will resume payments on and distributions in respect of the Securities Notes and may acquire themthem upon the earlier of: (1) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on upon which the such default is cured or waived,, or (2) in the case of a default referred to in Section 12.4(a)(2) hereofnonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment, distribution payment or acquisition.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property Debentures (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default except in the form of Junior Securities) if a payment of the principal of, premium, if any, or interest default on Senior Debt of the Company occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debtperiod; or (2i) a any other default on Senior Debt occurs and is continuing with respect to on any series of Senior Debt that then permits holders of the Company that permits Purchasers of that series of Senior Debt as to which such default relates of the Company to accelerate its maturity maturity, and the Trustee receives Purchasers receive a notice of the such default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereofthe Company or the representative of any Senior Debt of the Company. If the Trustee receives Purchasers of the Senior Debt receive any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall may be delivered or will be effective for purposes of this Section 5.3 unless and until (IA) at least 360 three hundred and sixty (360) days shall have elapsed since the effectiveness delivery of the immediately prior Payment Blockage Notice Notice, and (IIB) all scheduled payments of principal principal, interest and premium, if any, and interest on the Securities Debentures that have come due (other than by reason of acceleration) have been paid in full in cash. Notwithstanding the foregoing, the Company may make payment on the Debentures if the Company and the Purchasers receive written notice approving such payment from the representative of the Senior Debt of the Company with respect to which either of the events set forth in clauses (i) and (ii) above has occurred and is continuing. Not more than one Payment Blockage Notice may be given in any consecutive three hundred and sixty five (365) day period, irrespective of the number of defaults with respect to all Senior Debt of the Company during such period. However, in no event may the total number of days during which any payment blockage period or periods on the Debentures is in effect exceed one hundred and eighty (180) days in the aggregate during any consecutive three hundred and sixty five (365) day period, and there must be at least one hundred and eighty five (185) days during any consecutive three hundred and sixty five (365) day period during which no payment blockage period is in effect. The failure to make any payment on the Debentures by reason of this Article V will not be construed as preventing the occurrence of an Event of Default with respect to the Debentures by reason of the failure to make a required payment. Upon termination of any period of payment blockage, the Company will be required to resume making any and all required payments under the Debentures, including any missed payments. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall will be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall will resume payments on and distributions in respect of the Securities Debentures and may acquire them: them upon the earlier of: (1) in the case of a payment default described in Section 12.4(a)(1)on Senior Debt, upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived; and (2) in the case of a nonpayment default on Senior Debt, upon the earlier of the date on which such nonpayment default is cured or waived or 179 one hundred and eighty (180) days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt of the Company has been accelerated, and (3) if this Article V otherwise permits the payment, distribution or acquisition at the time of such payment, distribution payment or acquisition. Notwithstanding the foregoing, the Company may make payment on the Debentures if the Company and the Investor Purchasers receive written notice approving such payment from the representative of the Senior Debt of the Company with respect to which either of the events set forth in clauses (1) and (2) of this paragraph has occurred and is continuing.

Default on Senior Debt. (a) Upon the final maturity of any Senior Debt by lapse of time, acceleration or otherwise, all Senior Debt shall first be paid in full in cash or Cash Equivalents, or such payment duly provided for in cash in a manner satisfactory to the holders of such Senior Debt, before any payment or distribution is made by the Company or any person acting on behalf of the Company of any Obligations on the Notes. (b) The Company may not make any payment upon or distribution to the Trustee or any Holder in respect of the Securities and may not Notes or acquire from any of the Trustee or any Holder any Securities Notes for cash or property or otherwise (other than except in or for such subordinated securities) if (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the principal of, premium, if any, interest or interest on any other Obligation with respect to Senior Debt occurs and is continuing beyond any applicable period of grace period in the agreement(whether upon maturity, indenture at a date fixed for prepayment, as a result of acceleration or otherwise) (a "payment default") or (ii) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing (or if such an event of default would occur upon any payment with respect to the Notes or would arise upon the passage of time as a result of such payment) with respect to any Designated Senior Debt that then permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and (a "nonpayment default") and, in either case, the Trustee receives a notice of the such non-payment default (a “Payment Blockage Notice”"payment blockage notice") from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives Representative of any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage NoticeDesignated Senior Debt. (bc) The Company Payments on the Notes may and shall resume payments on and distributions in respect of the Securities and may acquire them: be resumed (1i) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived, , and (2ii) in the case of a default referred to in Section 12.4(a)(2) hereofnonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice payment blockage notice is received, unless the maturity of any Designated Senior Debt has been acceleratedaccelerated (with respect to a non-payment default such period of time shall be hereinafter referred to as a "payment blockage period"). No payment blockage period may be commenced within 360 days after receipt by the Trustee of any prior payment blockage notice. No nonpayment default that existed or was continuing on the date of delivery of any payment blockage notice to the Trustee shall be made the basis for a subsequent payment blockage notice unless such default shall have been cured or waived for a period of not less than 180 days and all scheduled payments of principal of, and (3) premium, if this Article otherwise permits any, and interest then due and payable on the payment, distribution or acquisition at the time of such payment, distribution or acquisitionNotes shall have been made.

Default on Senior Debt. (a) The If any Senior Debt is not paid when due and such default is not cured or waived in writing and the holder of such Senior Debt has not waived in writing the benefits of this sentence, the Company may not pay principal of or interest on the Notes or make any payment in respect of any other obligation arising under this Agreement or distribution acquire or redeem any Notes for cash, property or securities (other than Permitted Junior Securities) unless and until such default shall have been cured or waived in writing or shall have ceased to exist or such Senior Debt shall have been discharged in accordance with its terms or the Trustee or holders of such Senior Debt shall have waived in writing the benefit of this sentence, after which the Company shall resume making any Holder and all required payments in respect of the Securities Notes including any missed payments; provided, however, that nothing in this Section shall prevent the issuance of Secondary Notes in lieu of a cash payment of any or all interest due on any Interest Payment Date. (Such period during which such payments, acquisitions and redemptions are prohibited being hereinafter referred to as a "Payment Default Blockage Period"). In addition, during the continuance of any other event of default with respect to any Senior Debt 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, upon the receipt by the Company of written notice thereof from or on behalf of the holders of at least a majority of the principal amount of such Senior Debt (taken together as one class), the Company may not pay principal of or interest on the Notes or make any payment in respect of any other obligation arising under this Agreement or acquire from the Trustee or redeem any Holder any Securities Notes for cash cash, property or property securities (other than the Permitted Junior Securities) for a period (1the "Non-Monetary Default Blockage Period") securities that are subordinated to at least commencing on the same extent as date of receipt of such notice until the Securities to earliest of (Ax) 180 days thereafter (or, if the holders of the Senior Debt are then stayed from exercising remedies under the applicable instruments evidencing such Senior Debt until the earlier of 240 days thereafter or the expiration of such stay (for the avoidance of doubt, if such stay expires prior to 180 days after the receipt of such notice, this parenthetical shall not be applicable)), (y) the date, if any, on which the Senior Debt to which such event of default relates is discharged in accordance with its terms or such event of default is waived in writing by the holders of such Senior Debt or otherwise cured and (Bz) the date, if any, on which such Non-Monetary Default Blockage Period shall have been terminated by written notice to the Company from or on behalf of such holders of such Senior Debt, after which, in the case of clause (x), (y) or (z), the Company shall, subject to the first sentence of this Section 6.3, resume making any securities issued and all required payments in exchange for Senior Debt and (2) payments and other distributions made from respect of the Notes, including any defeasance trust created missed payments; provided that nothing in this Section shall have any effect on the rights of the Holders of the Notes to accelerate the maturity of the Notes pursuant to Section 10.5 5.2 (except to the extent otherwise provided in Section 6.4 below); provided, further, that, subject to the first sentence of this Section 6.3, nothing in this sentence shall prevent payment by the Company on the Notes after 180 days (or up to 240 days, in the circumstances described above) have passed following notice in writing to the holders of Senior Debt of such acceleration pursuant to Section 6.4; and provided, further, that nothing in this Section shall prevent the issuance of Secondary Notes in lieu of a cash payment of any and all interest due on any Interest Payment Date. No more than one notice of a Non-Monetary Default Blockage Period may be given by or on behalf of the holders of any Senior Debt in any 365 day period and no more than four (4) such notices in the aggregate may be given by or on behalf of such holders after the date hereof. Notwithstanding anything in this Agreement to the contrary, there must be 120 consecutive days in any 365-day period in which no Non-Monetary Default Blockage Period is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) until all principal and other Obligations on the date of commencement of any Non-Monetary Default Blockage Period with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing initiating such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Non-Monetary Default Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee Period shall be, or shall be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case commencement of a second Non-Monetary Default Blockage Period by the representative for, or the holders of, such Senior Debt whether or not within a period of 365 consecutive days, unless such event of default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is shall have been cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity for a period of any Senior Debt has been accelerated, and not less than ninety (390) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionconsecutive days.

Default on Senior Debt. (a) The Company may shall not make any payment upon or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property Notes if (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the principal of, premium, if any, or interest on on, any Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreementcontinuing, indenture whether at maturity or other document governing such Senior Debt; or at a date fixed for prepayment or by declaration of acceleration or otherwise or (2ii) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a has received written notice of the default (a “Payment Blockage Notice”) from the Representative of any holders of Designated Senior Debt that a Person who may give it pursuant nonpayment default has occurred and is continuing with respect to Section 12.12 hereofsuch Designated Senior Debt that permits such holders to accelerate the maturity of such Designated Senior Debt. If Payments on the Trustee receives any such Payment Blockage NoticeNotes shall resume (and all past due amounts on the Notes, no subsequent Payment Blockage Notice with interest thereon as specified in this Indenture, shall be effective for purposes of this Section unless and until paid) (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1i) in the case of a payment default described in Section 12.4(a)(1)respect of any Designated Senior Debt, upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived waived, and (ii) in the case of a nonpayment default in respect of any Designated Senior Debt, on the earlier of (a) the date on which such nonpayment default is cured or waived, or (b) 179 days after the date on which the applicable Payment Blockage Notice is receivedwith respect to such default was received by the Trustee, in each case, unless the maturity of any Designated Senior Debt has been acceleratedaccelerated and the Company has defaulted with respect to the payment of such Designated Senior Debt. During any consecutive 365-day period, and the aggregate number of days in which payments due on the Notes may not be made as a result of nonpayment defaults on Designated Senior Debt (3a “Payment Blockage Period”) if this Article otherwise permits shall not exceed 179 days, and there shall be a period of at least 186 consecutive days in each consecutive 365-day period when such payments are not prohibited. No event or circumstance that creates a default under any Designated Senior Debt that (i) gives rise to the payment, distribution commencement of a Payment Blockage Period or acquisition (ii) exists at the time commencement of or during any Payment Blockage Period shall be made the basis for the commencement of any subsequent Payment Blockage Period unless such payment, distribution default has been cured or acquisitionwaived for a period of not less than 90 consecutive days following the commencement of the initial Payment Blockage Period.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the pay principal of, or premium, if any, or interest, including Special Interest, if any, on, the Notes, or make any deposit pursuant to Section 8.04, and may not repurchase, redeem or otherwise retire any Notes (collectively, "pay the Notes") if (a) any principal, premium, interest on or any other amount payable in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. No default described in this paragraph (2) that existed or was continuing on During the date of delivery continuance of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. default (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of other than a default described in Section 12.4(a)(1)clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Notes for a period (a "Payment Blockage Period") commencing upon the date on which receipt by the Company and the Trustee of written notice of such default is cured or waived, (2) in from the case of a default referred to in Section 12.4(a)(2) hereof, the earlier Representative of the date on which holders of such default is cured or waived or Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days after the date on which the applicable thereafter (unless such Payment Blockage Notice is receivedearlier terminated (a) by written notice to the Trustee and the Company from the Representative that gave such Payment Blockage Notice, unless the maturity of any (b) be- cause such default is no longer continuing or (c) because such Designated Senior Debt has been accelerated, and (3) if this Article otherwise permits repaid in full in cash). Unless the payment, distribution or acquisition at the time holders of such paymentDesignated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, distribution the Company may (unless otherwise prohibited as described in the first two sentences of this paragraph) resume payments on the Notes after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or acquisitionmore issues of Designated Senior Debt during such period.

Default on Senior Debt. (a) The Company may not make any payment or distribution (including any payment or distribution that may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes) to the Trustee or any Holder of Notes in respect of Obligations or Claims with respect to the Securities Notes and may not acquire from the Trustee or any Holder of Notes any Securities Notes for cash or property (other than (1) securities except that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) Holders of Notes may receive payments and other distributions made from any defeasance the trust created pursuant to Section 10.5 described in Article VII hereof) until all principal principal, interest and other Obligations with respect to the Senior Debt have been paid in full in cash if: (1A) a default occurs in the payment when due of the principal of, premium, if anyinterest on, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreementother Obligation with respect to, indenture or other document governing such any Senior Debt; or; (2B) a default on Senior Debt default, other than a payment default, occurs and is continuing with respect to any Senior Debt that then permits the holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from the Representative of any Senior Debt. The Company may and shall resume payments on, and distributions in respect of, the Notes and may acquire them upon: (1) in the case of a Person who may give it pursuant default referred to in Section 12.12 9.03 (A) hereof, the date on which such default is cured or waived in accordance with the terms of such Senior Debt, or (2) in the case of a default referred to in Section 9.03 (B) hereof, the earlier of (x) the date on which such default is cured or waived in accordance with the terms of such Senior Debt, or (y) 179 days after the date on which the applicable Payment Blockage Notice is received by the Trustee, unless the maturity of any Senior Debt has been accelerated. If the Trustee receives any such Payment Blockage Notice, no subsequent new Payment Blockage Notice shall be effective for purposes of delivered pursuant to this Section 9.03 unless and until until: (Ia) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and Notice; and (IIb) all scheduled payments of principal and of, premium, if any, and interest on the Securities Notes that have come due (other than by reason of acceleration) have been paid in full in cash. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which Notice unless such default is shall have been cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity for a period of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionnot less than 90 days.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of pay the principal of, premium, if any, or interest on or any other Subordinated Payment Obligation in respect of the Securities or make any deposit pursuant to Article 8 and may not repurchase, redeem or otherwise retire any Securities (collectively, "pay the Securities") if (i) any Designated Senior Debt is not paid when due or (ii) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is continuing beyond accelerated in accordance with its 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 Debt has been paid in full in cash or cash equivalents; provided, however, that the Company may pay the Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such Designated Senior Debt with respect to which either of the events set forth in clause (i) or (ii) above has occurred and is continuing. Upon the occurrence and during the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt 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, the Company may not pay the Securities for a period in (a "Payment Blockage Period") commencing upon the agreement, indenture or other document governing receipt by the Trustee (with a copy to the Company) of written notice of such Senior Debt; or (2) a default on from the Representative of such Designated Senior Debt occurs and is continuing with respect specifying an election to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives effect a notice of the default Payment Blockage Period (a “"Payment Blockage Notice”") from a Person who may give it pursuant and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to Section 12.12 hereof. If the Trustee receives any and the Company from the Representative of such Designated Senior Debt or the Person or Persons who gave such Payment Blockage Notice, no subsequent (ii) by repayment in full in cash or cash equivalents of such Designated Senior Debt or (iii) because the default giving rise to such Payment Blockage Notice is no longer continuing). Notwithstanding anything in the foregoing to the contrary, a Payment Blockage Notice may only be given by and therefore shall only be effective for in respect of the Company and the Trustee if given by (i) the Representative of the Bank Debt as long as any Bank Debt is outstanding or the Representative of the Senior Secured Notes as long as any Senior Secured Notes are outstanding and (ii) if no Bank Debt or Senior Secured Notes are outstanding, any other Representative of outstanding Designated Senior Debt. Notwithstanding the provisions described in the immediately preceding sentence, unless the holders of such Designated Senior Debt or the Representative of such holders shall have accelerated the maturity of such Designated Senior Debt, the Company may, subject to the provisions contained in the first sentence of this paragraph, resume payments on the Securities after such Payment Blockage Period has terminated. Not more than one Payment Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Debt during such period. For purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness 10.03, no default or Event of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that Default which existed or was continuing on the date of delivery the commencement of any Payment Blockage Notice Period with respect to the Trustee Designated Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis for of the commencement of a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect Period by the Representative of the Securities and may acquire them: (1) in the case such Designated Senior Debt whether or not within a period of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which 360 consecutive days unless such default is or event of default shall have been cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity for a period of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionnot less than 90 consecutive days.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee upon or any Holder in respect of the Securities and may not acquire from the Trustee Senior Subordinated Notes (except in such subordinated securities or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 Article 8 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the principal of, premium, if any, of or premium or interest on Designated Senior Debt of the Company occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debtof grace; or (2ii) a any other default on Senior Debt occurs and is continuing with respect to Designated Senior Debt of the Company that then permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to Section 12.12 hereof. If the holders of any Designated Senior Debt; (b) if the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (Ii) at least 360 days shall have elapsed since the first day of the effectiveness of the immediately prior Payment Blockage Notice and (IIii) all scheduled payments of principal of and premium, interest and Liquidated Damages, if any, and interest on the Securities Senior Subordinated Notes that have come due (other than by reason of acceleration) have been paid in full in cash. No Further, no nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (bc) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire themSenior Subordinated Notes upon: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2i) in the case of a default referred to in Section 12.4(a)(210.04(i) hereof, the date upon which such default is cured or waived, or (ii) in the case of a default referred to in Section 10.04(ii) hereof, the earlier of the date on upon which such the default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any such Designated Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition.

Default on Senior Debt. (a) The Company may shall not pay the Reduced Principal Amount of, premium, if any, or interest on the Notes or make any payment deposit pursuant to Article 8 of this Second Supplemental Indenture or distribution to the Trustee or any Holder in respect Article Four of the Securities Original Indenture and may shall not acquire from the Trustee purchase, redeem or otherwise retire any Holder Notes or make any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations payment with respect to the Senior Debt have been paid in full ifNotes (collectively, “pay the Notes”), except that Noteholders may receive and retain Permitted Junior Securities and payments made from a trust already established pursuant to Article 8 hereof or Article Four of the Original Indenture, if either: (1) a default (a “payment default”) in the payment of the principal of, premium, if any, or interest on on, or any other Obligation in respect of, any Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debtperiod; or (2) any other default (a default on Senior Debt “nonpayment default”) occurs and is continuing with respect to any Designated Senior Debt that then permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Trustee receives a notice of the such default (a “Payment Blockage Notice”) from a Person who may give it pursuant to the Company or the holders of such Designated Senior Debt. Except as provided in Section 12.12 13.02 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company Notes may and shall resume payments on and distributions in respect of the Securities and may acquire thembe resumed: (1) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived,; and (2) in the case of a default referred to in Section 12.4(a)(2) hereofnonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing with respect to any Designated Senior Debt on the date of delivery of any Payment Blockage Notice to the Trustee with respect to such Designated Senior Debt shall be, and (3) if this Article otherwise permits or be made, the payment, distribution basis for a subsequent Payment Blockage Notice unless such default has been cured or acquisition at the time waived for a period of such payment, distribution or acquisitionnot less than 90 days.

Default on Senior Debt. (a) The Company may not directly or indirectly make any payment or distribution to the Trustee or any Holder in respect of any Obligations with respect to the Securities Subordinated Debt and may not directly or indirectly acquire from the Trustee or any Holder any Securities Subordinated Debt for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt Permitted Junior Securities and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created discharge of this Indenture pursuant to Section 10.5 Article 7 hereof) until all principal Principal and other Obligations with respect to to, and included in, the Senior Debt have been paid in full in cash or cash equivalents if: (1i) a default in the payment of the any principal ofor other Obligations with respect to, premiumand included in, if anySenior Debt occurs and is continuing; or (ii) a default, or interest other than a payment default, on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to Section 12.12 10.11 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of first date upon which the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashwas effective. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage NoticeNotice unless such default shall have been waived for a period of not less than 60 days. (b) The Company may and shall resume payments on and distributions in respect of the Securities Subordinated Debt and may acquire themthem upon the earlier of: (1i) in the case of a default described in Section 12.4(a)(1), upon the date on upon which the default is cured or waived,waived by written notice to the Trustee and the Company from the Person or Persons who gave such Payment Blockage Notice and, in the case of Senior Debt that has been accelerated, such acceleration has been rescinded, or (2ii) in the case of a default referred to in clause (ii) of Section 12.4(a)(210.03(a) hereof, the earlier of the date on which such default is cured or waived or 179 days pass after the date on which the applicable Payment Blockage Notice notice is received, unless received if the maturity of any such Senior Debt has not been accelerated, and (3) if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment, distribution payment or acquisition.

Default on Senior Debt. Upon the final maturity of any Senior Debt by lapse of time, acceleration or otherwise, all such Senior Debt shall first be paid in full in cash, or such payment duly provided for in cash or in a manner satisfactory to the holders of such Senior Debt, before any payment is made by the Corporation or any Person acting on behalf of the Corporation on account of the principal, premium (aif any) The Company or interest of the Securities. Until all Senior Debt has been paid in full, in cash or cash equivalents, the Corporation may not not, directly or indirectly, make any payment of principal, premium (if any) or distribution to the Trustee or any Holder in respect of interest on the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (or make any other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations distribution with respect to the Senior Debt have been paid in full Securities if: (1i) a default in the payment of the principal ofprincipal, premium, premium (if any, ) or interest on or the payment of other amounts due under or in connection with any Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture (a "Payment Default") unless and until such default has been cured or other document governing such Senior Debtwaived; or (2ii) a default default, other than a Payment Default, on any Senior Debt occurs and is continuing with respect to Senior Debt that then permits the holders (or the agent) of the such Senior Debt as to which such default relates to accelerate its maturity (a "Non-Payment Default"), and such default is either the subject of judicial proceedings or the Trustee receives and such Paying Agent receive a notice of the default (a “Payment Blockage Notice”) from a Person person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) 9.11 at least 360 days shall have elapsed since the effectiveness of the immediately two Business Days prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall berelevant payment date; provided, however, that only one such notice relating to the same event of default or any other default existing at the time of such notice under the Senior Debt may be made, the basis for a subsequent Payment Blockage Notice. (b) given during any 365 consecutive day period. The Company may and Corporation shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), them upon the date on which earlier of (a) when the default is cured or waived, waived or (2b) in the case of a default referred to in Section 12.4(a)(29.03(ii) hereofabove, the earlier 179th day after the receipt of notice by the Trustee or the Paying Agent (with respect to a Non-Payment Default, such period of time shall be hereinafter referred to as a "Payment Blockage Period"). In addition, no default which existed or was continuing on the date of the date on which such default is cured or waived or 179 days after the date on which the applicable commencement of any Payment Blockage Notice is received, unless Period with respect to the maturity of any Senior Debt has been accelerated, and and which was known to the holders (3or agent) if this Article otherwise permits the payment, distribution or acquisition at the time of such paymentSenior Debt on such date of commencement shall be made the basis for the commencement of a second Payment Blockage Period by the holders (or the agent) of such Senior Debt whether or not within a period of 365 consecutive days unless and until all scheduled payments of principal, distribution premium (if any) or acquisitioninterest then due and payable have been made on the Securities.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of pay the principal of, premium, if any, or interest on, the Debentures or make any deposit pursuant to Section 8.01 and may not repurchase, redeem or otherwise retire any Debentures (collectively, "pay the Debentures") if (i) any Designated Senior Debt is not paid when due or (ii) any other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is continuing beyond accelerated in accordance with its 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 Debt has been paid in full; provided, however, that the Company may pay the Debentures without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Debt. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt 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, the Company may not pay the Debentures for a period in (a "Payment Blockage Period") commencing upon the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of receipt by the Senior Debt as to which such default relates to accelerate its maturity Company and the Trustee receives a of written notice of such default from the default Representative of the Bank Debt or a Representative of the holders of any Designated Senior Debt specifying an election to effect a Payment Blockage Period (a “"Payment Blockage Notice”") from a Person who may give it pursuant and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to Section 12.12 hereof. If the Trustee receives any and the Company from the Representative which gave such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition.

Default on Senior Debt. (a) The Company may not directly or indirectly make any payment or distribution to the Trustee or any Holder in respect of any Obligations with respect to the Securities and may not directly or indirectly acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt Permitted Junior Securities and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created discharge of this Indenture pursuant to Section 10.5 Article 7 hereof) until all principal Principal and other Obligations with respect to to, and included in, the Senior Debt have been paid in full in cash or cash equivalents if: (1i) a default in the payment of the any principal ofor other Obligations with respect to, premiumand included in, if anySenior Debt occurs and is continuing; or (ii) a default, or interest other than a payment default, on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to Section 12.12 10.11 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashNotice. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage NoticeNotice unless such default shall have been waived for a period of not less than 180 days. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire themthem upon the earlier of: (1i) in the case of a default described in Section 12.4(a)(1), upon the date on upon which the default is cured or waived,waived by written notice to the Trustee and the Company from the Person or Persons who gave such Payment Blockage Notice and, in the case of Senior Debt that has been accelerated, such acceleration has been rescinded, or (2ii) in the case of a default referred to in clause (ii) of Section 12.4(a)(210.03(a) hereof, the earlier of the date on which such default is cured or waived or 179 days pass after the date on which the applicable Payment Blockage Notice notice is received, unless received if the maturity of any such Senior Debt has not been accelerated, and (3) if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment, distribution payment or acquisition.

Default on Senior Debt. (a) The Company SFC may not make any payment pay (except in Permitted Junior Securities or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued trust described in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 Article 8 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, or premium, if any, or interest on on, the Notes, or make any deposit pursuant to Section 8.04, and may not repurchase, redeem or otherwise retire any Notes (collectively, "PAY THE NOTES") if (a) any principal, premium, interest or any other amount payable in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; provided, however, that SFC may pay the Notes without regard to the foregoing if SFC and the Trustee receive written notice approving such payment from the Representative of the holders of such Senior Debt or, if there is no Representative, from the holders of such Senior Debt. No During the continuance of any default (other than a default described in this paragraph clause (2a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, SFC may not pay the Notes for a period (a "PAYMENT BLOCKAGE PERIOD") commencing upon the receipt by SFC and the Trustee of written notice of such default from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt, specifying an election to effect a Payment Blockage Period (a "PAYMENT BLOCKAGE NOTICE") and ending 179 days thereafter (unless such Payment Blockage Period is earlier terminated (a) by written notice to the Trustee and SFC from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage Notice, (b) because such default is no longer continuing or (c) because such Designated Senior Debt has been repaid in full in cash). Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume . Following the expiration of any period during which SFC is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, SFC shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and distributions all required payments in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1)Notes, upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereofincluding, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is receivedwithout limitation, any missed payments, unless the maturity of any Designated Senior Debt has been accelerated, and (3) if and such acceleration remains in full force and effect. SFC shall give prompt written notice to the Trustee of any default in the payment of any Senior Debt or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not effect the subordination of the Notes to the Senior Debt or the application of the other provisions provided in this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition11.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the pay principal of, or premium, if any, or interest, including Special Interest, if any, on, the Notes, or make any deposit pursuant to Section 8.04, and may not repurchase, redeem or otherwise retire any Notes (collectively, "pay the Notes") if (a) any principal, premium, interest on or any other amount payable in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. No default described in this paragraph (2) that existed or was continuing on During the date of delivery continuance of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. default (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of other than a default described in Section 12.4(a)(1)clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Notes for a period (a "Payment Blockage Period") commencing upon the date on which receipt by the Company and the Trustee of written notice of such default is cured or waived, (2) in from the case of a default referred to in Section 12.4(a)(2) hereof, the earlier Representative of the date on which holders of such default is cured or waived or Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days after the date on which the applicable thereafter (unless such Payment Blockage Notice is receivedearlier terminated (a) by written notice to the Trustee and the Company from the Representative that gave such Payment Blockage Notice, unless the maturity of any (b) because such default is no longer continuing or (c) because such Designated Senior Debt has been accelerated, and (3) if this Article otherwise permits repaid in full in cash). Unless the payment, distribution or acquisition at the time holders of such paymentDesignated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, distribution the Company may (unless otherwise prohibited as described in the first two sentences of this paragraph) resume payments on the Notes after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or acquisitionmore issues of Designated Senior Debt during such period.

Default on Senior Debt. (a) The Company may shall not make any payment upon or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property Notes if (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the principal of, or premium, if any, or interest on on, any Designated Senior Debt occurs and is continuing beyond continuing, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, or (ii) the Trustee has received written notice (a "Payment Blockage Notice") from the Representative of any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on holders of Designated Senior Debt occurs that a nonpayment default has occurred and is continuing with respect to such Designated Senior Debt that then permits such holders of the Senior Debt as to which such default relates to accelerate its the maturity of such Designated Senior Debt. Payments on the Notes shall resume (and all past due amounts on the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage NoticeNotes, no subsequent Payment Blockage Notice with interest thereon as specified in this Indenture, shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.paid) (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1i) in the case of a payment default described in Section 12.4(a)(1)respect of any Designated Senior Debt, upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived waived, and (ii) in the case of a nonpayment default in respect of any Designated Senior Debt, on the earlier of (a) the date on which such nonpayment default is cured or waived, or (b) 179 days after the date on which the applicable Payment Blockage Notice is receivedwith respect to such default was received by the Trustee, in each case, unless the maturity of any Designated Senior Debt has been acceleratedaccelerated and the Company has defaulted with respect to the payment of such Designated Senior Debt. During any consecutive 365-day period, and the aggregate number of days in which payments due on the Notes may not be made as a result of nonpayment defaults on Designated Senior Debt (3a "Payment Blockage Period") if this Article otherwise permits shall not exceed 179 days, and there shall be a period of at least 186 consecutive days in each consecutive 365-day period when such payments are not prohibited. No event or circumstance that creates a default under any Designated Senior Debt that (i) gives rise to the payment, distribution commencement of a Payment Blockage Period or acquisition (ii) exists at the time commencement of or during any Payment Blockage Period shall be made the basis for the commencement of any subsequent Payment Blockage Period unless such payment, distribution default has been cured or acquisitionwaived for a period of not less than 90 consecutive days following the commencement of the initial Payment Blockage Period.

Default on Senior Debt. (a) The If any amount to be paid in respect of any ---------------------- Senior Debt is not paid when due and such default is not cured or waived in writing and the holder of such Senior Debt has not waived in writing the benefits of this sentence, the Company may not make any payment pay principal of or distribution to the Trustee interest on this Promissory Note or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities redeem this Promissory Note for cash cash, property or property securities (other than (1i) securities interest that is added to the Principal Amount and (ii) Permitted Junior Securities) unless and until such default shall have been cured or waived in writing or shall have ceased to exist or such Senior Debt shall have been discharged in accordance with its terms or holders of such Senior Debt shall have waived in writing the benefit of this sentence, after which the Company shall resume making any and all required payments in respect of this Promissory Note including any missed payments (such period during which such payments and acquisitions and redemptions are subordinated prohibited being hereinafter referred to as a "Payment Default Blockage Period"). In addition, during the continuance of any other event of default with respect to any Senior Debt 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, upon the receipt by the Company of written notice thereof from or on behalf of the holders of at least a majority of the same extent as the Securities to (A) principal amount of such Senior Debt (taken together as one class), the Company may not pay principal of or interest on this Promissory Note or acquire or redeem this Promissory Note for cash, property or securities (other than Permitted Junior Securities) for a period (the "Non-Monetary Default Blockage Period") commencing on the date of receipt of such notice until the xxxxxx[st] of (x) [180 days thereafter, (y)] the date, if any, on which the Senior Debt to which such event of default relates is discharged in accordance with its terms or such event of default is waived in writing by the holders of such Senior Debt or otherwise cured and (Bz) the date, if any, on which such Non-Monetary Default Blockage Period shall have been terminated by written notice to the Company from or on behalf of such holders of Senior Debt. Any number of notices of a Non-Monetary Default Blockage Period may be given[; provided, however, (i) not more than one notice of a Non-Monetary -------- ------- Default Blockage Period shall be given within a period of any securities issued in exchange for Senior Debt 360 consecutive days, and (2ii) payments and other distributions made from no event of default that existed or was continuing (it being acknowledged that any defeasance trust created subsequent action that would give rise to an event of default pursuant to Section 10.5 hereofany provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) until all principal and other Obligations on the date of commencement of any Non-Monetary Default Blockage Period with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, premium, if any, or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing initiating such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Non-Monetary Default Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee Period shall be, or shall be made, the basis for the commencement of a subsequent Payment second Non-Monetary Default Blockage Notice. Period by the representative for, or the holders of, such Senior Debt whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than ninety (b90) The Company may and shall resume payments on and distributions consecutive days; provided, further, that, until the payment in full in cash of the Senior Debt -------- ------- outstanding under or in respect of the Securities and Credit Agreement, only the Agent (to the extent that there is an Agent) may acquire them: (1) in deliver the case written notice of a default described in Section 12.4(a)(1), upon Non-Monetary Default Blockage Period]. The Company agrees to give the date on which Payee prompt written notice of the default is cured or waived, (2) in the case occurrence of a default referred Payment Blockage Period, provided that the failure to furnish such notice shall not in Section 12.4(a)(2) hereof, any way limit or adversely affect the earlier rights of the date on which holders of Senior Debt with respect to such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution Period or acquisition at the time of such payment, distribution or acquisitionotherwise.

Default on Senior Debt. (a) The Company may not make any payment pay (except in Permitted Junior Securities or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt trust described in Section 1412 and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 Article Thirteen hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the principal of, or premium, if any, or interest, including Special Interest, if any, on, or any other amounts payable in respect of, the Notes, or make any deposit pursuant to Section 1304, and may not repurchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) if (i) any principal, premium, interest on or any other amount payable in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement(including at maturity), indenture or (ii) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and the maturity of such Senior Debt is continuing 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 (B) such Senior Debt has been paid in full in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt or, if there is no Representative, from the holders of such Senior Debt. (b) During the continuance of any default (other than a default described in clause (a)(i) or (ii) above) with respect to any Designated Senior Debt that then permits holders of the Senior Debt as pursuant to which such default relates the maturity thereof may be accelerated immediately without further notice (except any notice required to accelerate its maturity effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee receives a of written notice of such default from the default Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt, specifying an election to effect a Payment Blockage Period (a “Payment Blockage Notice”) from a Person who may give it pursuant and ending 179 days thereafter, unless such Payment Blockage Period is earlier terminated by written notice to Section 12.12 hereof. If the Trustee receives any and the Company from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage Notice, (i) because such default is no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until longer continuing, or (Iii) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have because such Designated Senior Debt has been paid repaid in full in cash. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period. No non-payment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The . Following the expiration of any period during which the Company may and shall resume is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and distributions all required payments in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1)Notes, upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereofincluding, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is receivedwithout limitation, any missed payments, unless the maturity of any Designated Senior Debt has been accelerated, andand such acceleration has not been rescinded. (3c) The Company shall give prompt written notice to the Trustee of any default in the payment after the expiration of the cure period, if any, of any Senior Debt or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give such notice shall not effect the subordination of the Notes to the Senior Debt or the application of the other provisions provided in this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisitionFourteen.

Default on Senior Debt. (a) The Company also may not make any payment upon or distribution to the Trustee or any Holder in respect of the Securities and may not acquire Notes (except in such subordinated securities as described in Section 10.02(b) or from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created established pursuant to Section 10.5 hereof8.02) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: if (1i) a default in the payment of the principal of, premium, if any, or interest on Designated Senior Debt Indebtedness occurs and is continuing beyond any applicable period of grace period in the agreement, indenture or (ii) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to Designated 77 83 Senior Debt Indebtedness that then permits holders of the Designated Senior Debt Indebtedness as to which such default relates to accelerate its maturity and the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from the Company or any Representative of any Designated Senior Indebtedness. Payments on the Notes may and will be resumed and all past due amounts on the Notes shall be paid (a) in the case of a Person who may give it pursuant to Section 12.12 hereof. If payment default, upon the Trustee receives any date on which such Payment Blockage Noticedefault is cured or waived and (b) in case of a nonpayment default, no subsequent upon the earlier of (1) the date on which such nonpayment default is cured or waived or (2) 179 days after the date on which the applicable Payment Blockage Notice shall is received, in each case, unless the maturity of any Designated Senior Indebtedness has been accelerated and the Company has defaulted with respect to the payment of such Designated Senior Indebtedness. No new period of payment blockage may be effective for purposes of this Section commenced unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashNotice. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee was given shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of pay the principal of, premium, premium (if any, ) or interest on this Note and may not repurchase, redeem or otherwise retire this Note (collectively, "pay the Note") if (i) any Senior Debt occurs and is continuing beyond not paid when due or (ii) any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and the maturity of such Senior Debt is continuing accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full; PROVIDED, HOWEVER, that the Company may pay the Note without regard to the foregoing if the Company receives written notice approving such payment from the representative of such Senior Debt with respect to Senior Debt that then permits holders which either of the Senior Debt as to which such events set forth in clause (i) or (ii) has occurred and is continuing. During the continuance of any default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1)clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt 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, the Company may not pay the Note for a period (a "Payment Blockage Period") commencing upon the date on receipt by the Company of written notice (a "Blockage Notice") (a copy of which notice the Company shall promptly forward to the holder of this Note) of such default from the representative of such Designated Senior Debt or from the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default is cured or waived, (2) in the case of a default referred giving rise to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any no longer continuing or (iii) because such Designated Senior Debt has been acceleratedrepaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this clause (c)), and (3) if this Article otherwise permits unless the payment, distribution or acquisition at the time holders of such paymentDesignated Senior Debt or the representative of such holders shall have accelerated the maturity of such Designated Senior Debt, distribution or acquisitionthe Company may resume payments on the Note after termination of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Debt during such period.

Default on Senior Debt. (a) The Company may not make pay any payment or distribution to on the Trustee or any Holder in respect of the Securities Subordinated Debt and may not acquire from the Trustee or any Holder any Securities Debentures for cash or property (other than (1) securities that are subordinated to at least capital stock of the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) Company if there shall exist a default in the payment of the any principal of, interest on, premium, if any, yield-maintenance or interest on Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing make-whole amount with respect to or any other amount due on or with respect to any Senior Debt that then permits Debt, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise (a "Payment Default") until such time as (i) such default shall have been remedied by payment in full or waived in writing by the holders of the affected Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice or their Representative and (IIii) all scheduled payments of principal and premium, if any, and interest on the Securities such payment or acquisition is otherwise permitted under this Article Twelve at that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Noticetime. (b) The Company may not pay any payment on the Subordinated Debt and shall may not acquire any Debentures for cash or property other than capital stock of the Company if (i) there exists a default (other than a Payment Default) under any Senior Debt or there exists an event (an "Unmatured Default") which but for the lapse of time or the giving of notice, or both, would constitute a default (other than a Payment Default) under any Senior Debt or (ii) a default (other than a Payment Default) or Unmatured Default under any Senior Debt would exist upon giving effect to such payment or acquisition (a "Non-Payment Default"). The Company may resume payments on the Subordinated Debt and distributions in respect may reacquire the Debentures, subject to the terms of the Securities Senior Debt and may acquire them: this Indenture, when (1A) in the case of a default described in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default subject Non-Payment Default is cured or waived in writing by the holders of the affected Senior Debt or 179 their Representative, or (B) 120 days pass after the date on which occurrence of the applicable subject Non-Payment Blockage Notice Default, but only if (a) the subject Non-Payment Default is received, unless not the maturity subject of any judicial proceedings and (b) the holders of the affected Senior Debt has been acceleratedhave not declared acceleration of their Senior Debt, and (3) but in either case only if this Article Twelve otherwise permits the payment, distribution payment or acquisition at the time of such payment, distribution or acquisitionthat time.

Default on Senior Debt. (a) The In the event and during the continuation of any default by the Company may not make any in the payment or distribution to the Trustee of principal, premium, if any, interest on or any Holder in respect other Obligation relating to, any Senior Debt when same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of the Securities acceleration or otherwise, then unless and may not acquire from the Trustee until such default shall have been cured or any Holder any Securities for cash waived or property (other than (1) securities that are subordinated shall have ceased to at least the same extent as the Securities to (A) exist or all Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt relating thereto have been paid in full if: (1) a default in cash, and in the event that the maturity of any Senior Debt has been accelerated because of a default, then no direct or indirect payment of (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made with respect to the principal ofof (including redemption payments), premium, if any, or interest on on, or any other Obligation relating to, the Securities or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this Section 12.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the 80 75 holders of Senior Debt occurs and is continuing beyond or their respective representatives, or to the trustee or trustees under any applicable grace period in the agreement, indenture or other document governing pursuant to which any of such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect may have been issued, as their respective interests may appear, but only to Senior Debt the extent that then permits the holders of the Senior Debt as to which such default relates to accelerate its maturity and (or their representative or representatives or a trustee) notify the Trustee receives a notice in writing within 90 days of such payment of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless amounts then due and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest owing on the Securities that have come due (other than by reason of acceleration) have been paid Senior Debt and only the amounts specified in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice such notice to the Trustee shall bebe paid to the holders of Senior Debt. In addition, during the continuance of any other event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated, upon the occurrence of receipt by the Trustee of written notice from the holders of a majority of the outstanding principal amount of the Designated Senior Indebtedness or their representative, no such payment may be made, made by the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions upon or in respect of the Securities or any Obligations relating thereto for a period (each a "Payment Blockage Period") commencing on the date of receipt of such notice and may acquire them: ending 179 days thereafter (1) in unless such Payment Blockage Period shall be terminated by written notice to the case Trustee from the holders of a default described majority of the outstanding principal amount of such Designated Senior Indebtedness or their representative who delivered such notice). Notwithstanding anything herein to the contrary, in Section 12.4(a)(1), upon the date on which the default is cured or waived, (2) in the case of no event will a default referred to in Section 12.4(a)(2) hereof, the earlier of Payment Blockage Period extend beyond 179 days from the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless Period was commenced. Not more than one Payment Blockage Period may be commenced with respect to the maturity Securities during any period of any Senior Debt has been accelerated, and (3) if this Article otherwise permits the payment, distribution or acquisition at the time of such payment, distribution or acquisition360 consecutive days.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of pay the principal of, premium, premium (if any, ) or interest on this Note and may not repurchase, redeem or otherwise retire this Note (collectively, “pay the Note”) if (i) any Senior Debt occurs and is continuing beyond not paid when due or (ii) any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and the maturity of such Senior Debt is continuing accelerated in accordance with its terms unless, in either case, (x) the default has been cured or waived and any such acceleration has been rescinded or (y) such Senior Debt has been paid in full; provided, however, that the Company may pay the Note without regard to the foregoing if the Company receives written notice approving such payment from the representative of such Senior Debt with respect to which either of the events set forth in clause (i) or (ii) has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Debt that then permits holders of the Senior Debt as pursuant to which the maturity thereof may be accelerated immediately without further notice (except such default relates notice as may be required to accelerate its maturity and effect such acceleration) or the Trustee receives expiration of any applicable grace periods, the Company may not pay the Note for a notice of the default period (a “Payment Blockage Period”) commencing upon the receipt by the Company of written notice (a “Blockage Notice”) (a copy of which notice the Company shall promptly forward to the holder of this Note) of such default from the representative of such Designated Senior Debt or from the holders of such Designated Senior Debt specifying an election to effect a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Company from the Person or Persons who gave such Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (Iii) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which because the default is cured or waived, (2) in the case of a default referred giving rise to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any no longer continuing or (iii) because such Designated Senior Debt has been acceleratedrepaid in full). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this clause (c)), and (3) if this Article otherwise permits unless the payment, distribution or acquisition at the time holders of such paymentDesignated Senior Debt or the representative of such holders shall have accelerated the maturity of such Designated Senior Debt, distribution or acquisitionthe Company may resume payments on the Note after termination of such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Debt during such period.

Default on Senior Debt. (ai) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of pay the principal of, premium, if any, or interest on, this Debenture or make any deposit in respect of this Debenture (not including any reservation of Common Stock for purposes of the conversion of Debentures) and may not repurchase, redeem or otherwise retire this Debenture (collectively, "pay this Debenture") if (i) the principal of or interest on any Senior Debt occurs and is continuing beyond not paid when due or (ii) any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2) a default on Senior Debt occurs and (ii) the maturity of such Senior Debt is continuing accelerated in accordance with its terms unless, in each case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Debt has been paid in full. During the continuance of any default (other than a default described in clause (i) and (ii) of the preceding sentence) with respect to any Senior Debt that then permits holders 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, the Company may not pay this Debenture for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Holder of written notice of such default from a representative of such Senior Debt as specifying an election to which such default relates to accelerate its maturity and the Trustee receives effect a notice of the default Payment Blockage Period (a “"Payment Blockage Notice”") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Company from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any representative which gave such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (Iii) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid repayment in full in cash. No default described in this paragraph of such Senior Debt or (2iii) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), upon the date on which because the default is cured or waived, (2) specified in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is receivedno longer continuing). Notwithstanding the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section), unless the holders of such Senior Debt or the representative of such holders shall have accelerated the maturity of such Senior Debt, the Company shall resume payments (including any Senior Debt has been accelerated, andmissed payments) on this Debenture after the end of such Payment Blockage Period unless such payment is otherwise prohibited under this Section 13. Multiple Payment Blockage Periods may be imposed so long as (x) the cumulative period covered by all such Payment Blockage Periods does not exceed 179 days in any 365 consecutive day period and (y) no more than one Payment Blockage Period may result from the same default. (3ii) The failure to make a payment or distribution on this Debenture by reason of this Section 13 shall not be construed or deemed to prevent the occurrence of an event of default hereunder; PROVIDED that any acceleration of payment of this Debenture resulting therefrom shall be rescinded if this Article otherwise permits and when the payment, following conditions shall be simultaneously satisfied: (x) each payment or distribution or acquisition at the time which gave rise to such event of default shall be made and (y) no other such payment, distribution or acquisitionevent of default shall have occurred.

Default on Senior Debt. (a) The Company may shall not make ---------------------- any payment or distribution to the Trustee upon or any Holder in respect of the Securities and may not acquire (except from the Trustee or any Holder any Securities for cash or property trust described in Article VIII) if (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the principal of, premium, if any, or interest on any Obligations with respect to Designated Senior Debt of the Company occurs and is continuing beyond (a "payment default") or any applicable grace period other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in the agreement, indenture accordance with its terms or other document governing such Senior Debt; or (2ii) a default on Senior Debt default, other than a payment default, occurs and is continuing with respect to Designated Senior Debt of the Company that then permits holders of the Designated Senior Debt of the Company as to which such default relates to accelerate its maturity and (a "non-payment default") and, in the case of this clause (ii) only, the Trustee receives a notice of the such default (a “"Payment Blockage Notice”") from the Company, a Person who may give it pursuant to Section 12.12 hereof. If Representative for, or the Trustee receives holders of a majority of the outstanding principal amount, of any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes issue of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness Designated Senior Debt of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest Company. Payments on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: be resumed (1a) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived, (2) waived and, in the case of Designated Senior Debt of the Company that has been accelerated, such acceleration has been rescinded, and (b) in case of a default referred to in Section 12.4(a)(2) hereofnon-payment default, the earlier of the date on which such non-payment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt of the Company has been accelerated. No new period of payment blockage may be commenced on account of any non-payment default unless and until 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee, and (3) if shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days. Notwithstanding any other provision in this Article otherwise permits the paymentSection 10.03, distribution or acquisition during any 365 day period, there must be at the time of such payment, distribution or acquisitionleast 180 days where there is no Payment Blockage Notice in effect.

Default on Senior Debt. (a) The Company may shall not make any payment or distribution to the Trustee or any Holder pay, in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or in property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of by set-off or otherwise, the principal of, premium, if any, or interest on the Notes or any Obligations related thereto or make any deposit to the trust described in Section 8.04 (except in Permitted Junior Securities or from the trust described in Section 8.04) and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) if either of the following occurs: (1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debtperiod; or (2) a any other default on Senior Debt occurs and is continuing with respect to on any series of Designated Senior Debt that then permits holders of the Senior Debt as to which such default relates series to accelerate its maturity and the Trustee and the Company receives a notice of the such default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereofthe holders of any Designated Senior Debt (or their Representative). If the Trustee receives and the Company receive any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall will be effective for purposes of this Section unless and until (IA) at least 360 days shall have elapsed since the effectiveness delivery of the immediately prior Payment Blockage Notice and (IIB) all scheduled payments of principal and premiumprincipal, if any, premium and interest on the Securities Notes that have come due (other than by reason of acceleration) have been paid in full in cash. No For purposes of this Section, no nonpayment default described in this paragraph (2) that which existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall will be, or be made, the basis for a subsequent Payment Blockage NoticeNotice unless such nonpayment default is cured or waived for a period of not less than 90 consecutive days. (b) The Company may and shall will resume payments on and distributions in respect of the Securities Notes and may acquire themthem upon the earlier of: (1) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on upon which the such default is cured or waived,, and (2) in the case of a default referred to in Section 12.4(a)(2) hereofnonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) in either case, if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment, distribution payment or acquisition.

Default on Senior Debt. (a) The Company may shall not make any payment upon or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property Notes if (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the principal of, or premium, if any, or interest on on, any Designated Senior Debt occurs and is continuing beyond any applicable grace period in continuing, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, or (ii) the agreement, indenture or other document governing such Senior Debt; orTrustee has received written notice (a (2) a default on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1i) in the case of a payment default described in Section 12.4(a)(1)respect of any Designated Senior Debt, upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived waived, and (ii) in the case of a nonpayment default in respect of any Designated Senior Debt, on the earlier of (a) the date on which such nonpayment default is cured or waived, or (b) 179 days after the date on which the applicable Payment Blockage Notice is receivedwith respect to such default was received by the Trustee, in each case, unless the maturity of any Designated Senior Debt has been acceleratedaccelerated and the Company has defaulted with respect to the payment of such Designated Senior Debt. During any consecutive 365-day period, and the aggregate number of days in which payments due on the Notes may not be made as a result of nonpayment defaults on Designated Senior Debt (3a "Payment Blockage Period") if this Article otherwise permits shall not exceed 179 days, and there shall be a period of at least 186 consecutive days in each consecutive 365-day period when such payments are not prohibited. No event or circumstance that creates a default under any Designated Senior Debt that (i) gives rise to the payment, distribution commencement of a Payment Blockage Period or acquisition (ii) exists at the time commencement of or during any Payment Blockage Period shall be made the basis for the commencement of any subsequent Payment Blockage Period unless such payment, distribution default has been cured or acquisitionwaived for a period of not less than 90 consecutive days following the commencement of the initial Payment Blockage Period.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Securities Notes and may not acquire from the Trustee or any Holder any Securities Notes for cash or property (other than (1) securities securities, including capital stock, that are subordinated to at least to the same extent as the Securities Notes to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereofDebt) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the any principal of, premium, if any, or interest on other Obligations with respect to any Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2ii) a default default, other than a payment default, on Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from the Company or a Person who may give it pursuant to Section 12.12 10.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness date of receipt by the Trustee of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cashNotice. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice (it being understood that any subsequent action, or any breach of any covenant during the period commencing after the date of receipt by the Trustee of such Payment Blockage Notice, that, in either case, would give rise to such a default pursuant to any provision under which a default previously existed or was continuing shall constitute a new default for this purpose). (b) The Company may and shall resume payments on and distributions in respect of the Securities Notes and may acquire them: (1) in the case of a default described in Section 12.4(a)(1), them upon the date on which the default is cured or waived, earlier of: (2i) in the case of a default referred to in Section 12.4(a)(210.3(a)(i) hereof, the date upon which the default is cured or waived, or (ii) in the case of a default referred to in Section 10.3(a)(ii) hereof, the earlier of (1) the date on which such default is cured or waived or (2) 179 days after the date on which the applicable Payment Blockage Notice is received, unless received by the Company if the maturity of any such Senior Debt has not been accelerated (or, if such Senior Debt has been accelerated, and (3such Senior Debt has not been paid in full) and if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment, distribution payment or acquisition.

Default on Senior Debt. (a) The Company may not No Guarantor shall make any payment or distribution to the Trustee or any Holder under its Subsidiary Guarantee, whether in respect of the Securities and may not acquire from principal of, premium, if any, or interest on the Trustee Notes or make any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created deposit pursuant to Section 10.5 hereof) until all principal Article 8 of this First Supplemental Indenture or Article Four of the Original Indenture and shall not purchase, redeem or otherwise retire any Notes or make any other Obligations payment with respect to the Senior Debt have been paid in full ifNotes (collectively, "pay its Subsidiary Guarantee"), except that Noteholders may receive and retain Permitted Junior Securities and payments made from a trust already established pursuant to Article 8 of this First Supplemental Indenture or Article Four of the Original Indenture, if either: (1) a default (a "payment default") in the payment of the principal of, premium, if any, or interest on on, or any other Obligation in respect of, any Designated Senior Debt of such Guarantor occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debtperiod; or (2) any other default (a default on Senior Debt "nonpayment default") occurs and is continuing with respect to any Designated Senior Debt of such Guarantor that then permits holders of the such Designated Senior Debt as to which such default relates to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Trustee receives a notice of the such default (a “"Subsidiary Guarantee Payment Blockage Notice”") from a Person who may give it pursuant to such Guarantor or the holders of such Designated Senior Debt. Except as provided in Section 12.12 13.02 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. (b) The Company Subsidiary Guarantees may and shall resume payments on and distributions in respect of the Securities and may acquire thembe resumed: (1) in the case of a default described in Section 12.4(a)(1)payment default, upon the date on which the such default is cured or waived,; and (2) in the case of a default referred to in Section 12.4(a)(2) hereofnonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Subsidiary Guarantee Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. No new Subsidiary Guarantee Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Subsidiary Guarantee Payment Blockage Notice. No nonpayment default that existed or was continuing with respect to any Designated Senior Debt on the date of delivery of any Subsidiary Guarantee Payment Blockage Notice to the Trustee with respect to such Designated Senior Debt shall be, and (3) if this Article otherwise permits or be made, the payment, distribution basis for a subsequent Subsidiary Guarantee Payment Blockage Notice unless such default has been cured or acquisition at the time waived for a period of such payment, distribution or acquisitionnot less than 90 days.

Default on Senior Debt. (a) The Company and each Guarantor may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Securities Notes and may not acquire from the Trustee or any Holder any Securities Notes for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereofPermitted Junior Securities) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1i) a default in the payment of the any principal ofor other Obligations, premiumupon acceleration or otherwise, if any, or interest on with respect to Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Senior Debt; or (2ii) a default default, other than a payment default, on any Senior Debt occurs and is continuing with respect to Senior Debt that then permits holders of the such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “"Payment Blockage Notice”") from a Person who may give it pursuant to Section 12.12 11.11 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have been paid in full in cash. No nonpayment default described in this paragraph (2) that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage NoticeNotice unless such default shall have been waived for a period of not less than 90 days. Notwithstanding the foregoing, there shall be at least 180 consecutive days in each year during which no Payment Blockage Notice shall be in effect. (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire themNotes: (1i) in the case of a payment default described in Section 12.4(a)(1)with respect to Senior Debt, upon the date on which the default is cured or waived, (2) in the case of a default referred to in Section 12.4(a)(2) hereof, the earlier of the date on which such default is cured or waived in writing by the holders of the Senior Debt; and (ii) in the case of a nonpayment default with respect to Senior Debt, upon the earlier of the date on which such nonpayment default is cured or 179 waived in writing by the holders of the Senior Debt, or 180 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Senior Debt has been accelerated, and (3) ; if this Article 11 otherwise permits the payment, payment or distribution or acquisition at the time of such payment, distribution cure or acquisitionwaiver.

Default on Senior Debt. (a) The Company may not make any payment or distribution to the Trustee or any Holder in respect of the Securities and may not acquire from the Trustee or any Holder any Securities for cash or property (other than (1) securities that are subordinated to at least the same extent as the Securities to (A) Senior Debt and (B) any securities issued in exchange for Senior Debt and (2) payments and other distributions made from any defeasance trust created pursuant to Section 10.5 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full if: (1) a default in the payment of the pay principal of, or premium, if any, or interest, including Special Interest, if any, on, the Notes, or make any deposit pursuant to Section 8.04, and may not repurchase, redeem or otherwise retire any Notes (collectively, "pay the Notes") if (a) any principal, premium, interest on or any other amount payable in respect of any Senior Debt occurs and is continuing beyond not paid within any applicable grace period in the agreement, indenture (including at maturity) or (b) any other document governing such Senior Debt; or (2) a default on Senior Debt occurs and is continuing with respect to the maturity of such Senior Debt that then permits holders of is accelerated in accordance with its terms unless, in either case, (1) the default has been cured or waived and any such acceleration has been rescinded or (2) such Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 12.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (I) at least 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (II) all scheduled payments of principal and premium, if any, and interest on the Securities that have come due (other than by reason of acceleration) have has been paid in full in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt. No default described in this paragraph (2) that existed or was continuing on During the date of delivery continuance of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. default (b) The Company may and shall resume payments on and distributions in respect of the Securities and may acquire them: (1) in the case of other than a default described in Section 12.4(a)(1)clause (a) or (b) of the preceding sentence) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Notes for a period (a "Payment Blockage Period") commencing upon the date on which receipt by the default is cured or waived, (2) in Company and the case of a default referred to in Section 12.4(a)(2) hereof, Trustee at the earlier Corporate Trust Office of the date on which Trustee of written notice of such default is cured or waived or from the Representative of the holders of such Designated Senior Debt specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days after the date on which the applicable thereafter (unless such Payment Blockage Notice is receivedearlier terminated (a) by written notice to the Trustee and the Company from the Representative that gave such Payment Blockage Notice, unless the maturity of any (b) because such default is no longer continuing or (c) because such Designated Senior Debt has been accelerated, and (3) if this Article otherwise permits repaid in full in cash). Unless the payment, distribution or acquisition at the time holders of such paymentDesignated Senior Debt or the Representative of such holders have accelerated the maturity of such Designated Senior Debt and not rescinded such acceleration, distribution the Company may (unless otherwise prohibited as described in the first two sentences of this paragraph) resume payments on the Notes after the end of such Payment Blockage Period. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or acquisitionmore issues of Designated Senior Debt during such period.