Common use of No Payment in Certain Circumstances Clause in Contracts

No Payment in Certain Circumstances. (a) If any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment from any Guarantor shall be received by the Trustee or any Holder when such payment is prohibited by Section 13.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder.

No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest on the Securities on or account of the purchase, redemption or other acquisition of Securities or constituting a sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (aother than Previous Payments), if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default redemption or repurchase obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind such a default that continues beyond the period of grace, if any, specified in the instrument or character lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to payment default, on any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default Designated Senior Debt occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereofTrustee receives a notice of the default (a "Payment Blockage Notice") from the Company, and if the Representative for the respective issue of a holder such Designated Senior Debt gives or a Default NoticeRepresentative of such Designated Senior Debt. ; provided, thenhowever, that nothing in this Section shall prevent the satisfaction -------- ------- of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted pursuant to Article Fourteen. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until all events of default at least 365 days shall have been cured or waived or have ceased to exist or elapsed since the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any initial effectiveness of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a immediately prior Payment Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysNotice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities and may purchase, redeem or otherwise acquire Securities and may make a second Blockage Period by sinking fund or defeasance payment to the Representative of such Designated Senior Debt whether Trustee or not within a period of 365 consecutive daysPaying Agent, unless such event of as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities, upon the earlier of: (1) the date upon which the default shall have been is cured or waived for or ceases to exist, or (2) in the case of a period of not less than 90 consecutive default referred to in clause (ii) above, 179 days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing pass after the date of commencement Payment Blockage Notice is received,unless this Article Fifteen otherwise prohibits the payment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment at the time of such Blockage Period thatpayment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment (including, without limitation, in either casethe case of a default referred to in clause (ii) above, would give rise as a result of a payment default with respect to an event the applicable Senior Debt as a consequence of default pursuant to any provisions under which an event the acceleration of default previously existed the maturity thereof or was continuing shall constitute a new event of default for this purposeotherwise). (b) . In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCompany. The Trustee provisions of this Section shall not apply to any payment with respect to which Section 1502 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. In the event that (ai) If the Borrower shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, amount or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor obligation with respect to any Obligations on such Guarantor's Guarantee or to acquire any of Senior Indebtedness under the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives Credit Agreement (a "Payment Default") which Payment Default Notice, then, unless and until all events of default shall not have been cured or waived in writing, or (ii) an event of default (other than a Payment Default) under the Credit Agreement shall occur and be continuing, which shall not have ceased to exist been cured or waived in writing (a "Non-Payment Default"), and the Borrower and each Lender receive written notice of such Non-Payment Default from either the Bank or the Trustee receives notice from holders of at least a majority in aggregate principal amount of the Representative for Senior Indebtedness under the respective issue Credit Agreement at the time outstanding (a "Non-Payment Blockage Notice"), then no payment on account of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor Subordinated Obligations shall be made by the Borrower or otherwise on account of the Subordinated Obligations (x) make any payment in the case of any kind Payment Default, unless and until such Senior Indebtedness shall have been paid in full or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees until such Payment Default shall have been cured or waived in writing, or (y) acquire in the case of any of the Notes for cash or property. Notwithstanding anything herein to the contraryNon-Payment Default, in no event will a Blockage Period extend beyond 180 days from the date on which the Borrower and each Lender receive such Non-Payment Blockage Notice until the earlier of (1) 179 days after such date and (2) the commencement date, if any, on which the Senior Indebtedness under the Credit Agreement is paid in full or such Non-Payment Default is waived by the holders of such Senior Indebtedness under the Credit Agreement or otherwise cured (a "Non-Payment Blockage Period"); provided, and that (x) only one such Non-Payment Blockage Period Notice may be commenced within given in any 365 consecutive days. No 360-day period, (y) no Non-Payment Default or event which, with the giving of default which notice and/or lapse of time, would become a Non-Payment Default which, in either case, existed or was continuing on the date of the commencement of any Non-Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second subsequent Non-Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Non-Payment Default or event, as the case may be, shall in the interim have been cured or waived in writing for a period of not less than 90 consecutive days and (it being acknowledged that z) there must be a 181 consecutive day period in any subsequent action or any breach of any financial covenants for a 360 consecutive day period commencing after the date of commencement of such during which no Non-Payment Blockage Period that, is in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)effect. (b) In the event that, notwithstanding the foregoing, any payment from any Guarantor shall be received by the Trustee or any Holder when such payment is prohibited by Section 13.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder.

No Payment in Certain Circumstances. (a) If During the continuance of 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, Senior Indebtedness beyond any Guarantor Senior Debt of any Guarantorapplicable grace period pursuant to which the maturity thereof may immediately be accelerated, no payment or distribution of any assets of the Corporation of any kind or character (other than payments by a trust previously established pursuant capital stock of the Corporation or other securities of the Corporation that are subordinated to Article EightSenior Indebtedness to at least the same extent as the Notes) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any account of the Subordinated Obligations, or the purchase, redemption or other acquisition of, the Notes for cash unless and until such default has been cured or property. In addition, if waived or has ceased to exist or such Senior Indebtedness shall have been discharged or paid in full. (b) During the continuance of any other event of non-payment default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in Indebtedness pursuant to which the instruments creating or evidencing such Designated Senior Debt, permitting maturity thereof may immediately be accelerated (a "Non-payment Default") and (x) after the holders receipt by the Trustee from the representatives of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and Indebtedness of a written notice of such Non-payment Default or (y) if the Representative for the respective issue of Designated Senior Debt gives a Non-payment Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice results from the Representative for acceleration of the respective issue Notes, from the date of Designated Senior Debt terminating such acceleration, no payment or distribution of any assets of the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment Corporation of any kind or character (other than payments capital stock of the Corporation or other securities of the Corporation that are subordinated to Senior Indebtedness to at least the same extent as the Notes) shall be made by the Corporation on account of the Subordinated Obligations, or the purchase, redemption or other acquisition of, the Notes for the period specified below (the "Payment Blockage Period"). The Payment Blockage Period will commence upon (x) the receipt of notice of a trust previously established pursuant to Non-payment Default by the provisions described under Article Eight) with respect to any Obligations on Trustee from the Guarantees representatives of holders of Designated Senior Indebtedness or (y) acquire any if the Non-payment Default results from the acceleration of the Notes for cash Notes, upon such acceleration, and will end on the earliest to occur of the following events: (i) 179 days shall have elapsed (A) since the receipt of such notice of Non-payment Default or property(B) if the Non- payment Default results from the acceleration of the Notes, since such acceleration (in each case, provided that such Designated Senior Indebtedness shall not theretofore have been accelerated and the Corporation has not defaulted with respect to the payment of such Designated Senior Indebtedness), (ii) such default is cured or waived or ceases to exist or such Designated Senior Indebtedness is discharged or (iii) such Payment Blockage Period shall have been terminated by written notice to the Corporation or the Trustee from the representatives of Designated Senior Indebtedness initiating such Payment Blockage Period. After the end of any Payment Blockage Period, the Corporation shall promptly resume making any and all required payments in respect of the Notes, including any missed payments. Notwithstanding anything herein in the subordination provisions of the Indenture or the Notes to the contrary, (x) in no event will shall a Payment Blockage Period extend beyond 180 179 days from the date of the commencement of the Blockage Period, and only one such Payment Blockage Period may was commenced and (y) there shall be commenced within any 365 a period of at least 186 consecutive daysdays in each 365-day period when no Payment Blockage Period is in effect. No event of default which A Non-payment Default with respect to Designated Senior Indebtedness that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt shall be, or Indebtedness initiating such Payment Blockage Period cannot be made, made the basis for the commencement of a second Payment Blockage Period by the Representative of such Designated Senior Debt Period, whether or not within a period of 365 consecutive days, unless such event of default shall have has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) and subsequently recurs. In the event that, notwithstanding the foregoing, the Corporation shall make any payment from any Guarantor shall be received by Notes Payment to the Trustee or any Holder when such payment is of Notes prohibited by the foregoing provisions of this Section 13.02(a)4.04, and if such fact shall, at or prior to the time of such Notes Payment, have been made known to the Trustee or, as the case may be, such payment shall be held Holder, then and in trust for the benefit ofsuch event, and such Notes Payment shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCorporation. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided give prompt written notice to the Trustee shall be paid to the holders Corporation of Guarantor any notice from a holder of Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of Indebtedness received by the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 4.10 which would prohibit the making of any payment to or by the Trustee with respect to pursue any rights or remedies hereunderNotes. The provisions of this Section 4.04 shall not apply to any Notes Payment with respect to which Section 4.02 would be applicable.

No Payment in Certain Circumstances. At all times prior to the Loan Maturity Date, and without limitation of the rights of the Senior Secured Parties under the terms of the Loan Documents: 3.1 upon any distribution or application of the assets of the Borrower or any of its Subsidiaries in connection with any liquidation, dissolution or other proceeding for the winding up of the Borrower or any of its Subsidiaries (awhether partial or complete) If or any default occurs proceeding for insolvency or bankruptcy (whether voluntary or involuntary) or any receivership, reorganization or other similar case or proceeding in connection therewith, or any assignment for the benefit of creditors or arrangement with creditors, whether or not pursuant to the insolvency, bankruptcy or similar laws of any jurisdiction, or the sale of all or substantially all of the assets of the Borrower or any of its Subsidiaries or any other marshalling of assets and is continuing liabilities of the Borrower or any of its Subsidiaries: 3.1.1 the Senior Secured Obligations shall first be irrevocably and indefeasibly paid in full in cash, all outstanding Letters of Credit shall have been terminated or cash collateralized in an amount equal to 102.5% of the face amount thereof and all Commitments shall have been terminated before any of the Subordinated Lenders shall be entitled to receive any payment on account of the Subordinated Obligations or any other interests in the Borrower or any of its Subsidiaries arising from the Subordinated Obligations whether in cash, securities or other assets; and 3.1.2 any payment when due, whether at maturity, upon or distribution of assets of the Borrower or any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment its Subsidiaries of any kind or character (other than payments by a trust previously established in respect of the Subordinated Obligations to which any of the Subordinated Lenders would be entitled if the Subordinated Obligations were not subordinated pursuant to Article Eight) the terms hereof shall be made by the trustee, liquidator or agent or other Person making such Guarantor with respect to any Obligations on such Guarantor's Guarantee payment or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant distribution directly to the provisions described under Article Eight) with respect to any Senior Secured Parties until the Senior Secured Obligations on the Guarantees or (y) acquire any are irrevocably and indefeasibly paid in full in cash, all outstanding Letters of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Credit shall have been cured terminated or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, cash collateralized in either case, would give rise an amount equal to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment from any Guarantor shall be received by the Trustee or any Holder when such payment is prohibited by Section 13.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis 102.5% of the respective face amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee thereof and all Commitments shall be entitled to rely on information regarding amounts then due have been terminated and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right each of the Trustee or Subordinated Lenders irrevocably authorizes and empowers the Holders of Notes to take any action to accelerate the maturity Administrative Agent, acting for and on behalf of the Notes pursuant Senior Secured Parties, to Section 6.02 receive and collect on its behalf any and all such payments or to pursue any rights or remedies hereunder.distributions;

No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest on the Securities on or account of the purchase, redemption or other acquisition of Securities or constituting a sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (aother than Previous Payments), if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default redemption or repurchase obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind such a default that continues beyond the period of grace, if any, specified in the instrument or character lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to payment default, on any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default Designated Senior Debt occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereofTrustee receives a notice of the default (a "Payment Blockage Notice") from the Company, and if the Representative for the respective issue of a holder such Designated Senior Debt gives or a Default NoticeRepresentative of such Designated Senior Debt provided, thenhowever, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted pursuant to Article Fourteen. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until all events of default at least 365 days shall have been cured or waived or have ceased to exist or elapsed since the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any initial effectiveness of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a immediately prior Payment Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysNotice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities and may purchase, redeem or otherwise acquire Securities and may make a second Blockage Period by sinking fund or defeasance payment to the Representative of such Designated Senior Debt whether Trustee or not within a period of 365 consecutive daysPaying Agent, unless such event of as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities, upon the earlier of: (1) the date upon which the default shall have been is cured or waived for or ceases to exist, or (2) in the case of a period of not less than 90 consecutive default referred to in clause (ii) above, 179 days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement Payment Blockage Notice is received, unless this Article Fifteen otherwise prohibits the payment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment at the time of such Blockage Period thatpayment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment (including, without limitation, in either casethe case of a default referred to in clause (ii) above, would give rise as a result of a payment default with respect to an event the applicable Senior Debt as a consequence of default pursuant to any provisions under which an event the acceleration of default previously existed the maturity thereof or was continuing shall constitute a new event of default for this purposeotherwise). (b) . In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCompany. The Trustee provisions of this Section shall not apply to any payment with respect to which Section 1502 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. (a) If In the event that any default occurs and principal of or interest on the Senior Debt is continuing in the payment not paid when due, whether at stated maturity, upon any redemptionby mandatory prepayment, by declaration acceleration or otherwise, but after expiration of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor applicable grace period (each a "SENIOR DEBT PAYMENT DEFAULT") and the Senior Debt Representative shall have given written notice of any Guarantorsuch non-payment (a "Payment Default Notice"), then no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to the Company, or accepted by any Obligations Investor, on such Guarantor's Guarantee or to acquire any account of the Notes for cash Subordinated Debt unless and until such payment shall have been made or property. In addition, if any other event such Senior Debt Payment Default is waived in accordance with the tams of default occurs and is continuing with respect to any Designated such Senior Debt. (b) In the event that any Event of Default under, and as defined in, the Senior Credit Agreement (other than a Senior Debt Payment Default) (each a "SENIOR DEBT NONPAYMENT DEFAULT") shall have occurred and be continuing and the Company and the Investors shall have received written notice of such event Senior Debt Non-Payment Default from the Senior Debt Representative (a "Payment Blockage Notice"), then no payment shall be made by the Company, or accepted by any Investor, on account of default the Subordinated Debt (including any repurchase of the Notes) during the period (a "PAYMENT BLOCKAGE PERIOD") commencing on the date the Company and the Investors received such Payment Blockage Notice and ending on the earlier of (i) the date 180 days thereafter and (ii) the date on which the Senior Debt NonPayment Default giving rise to the Payment Blockage Period is defined cured or waived in accordance with the instruments creating or evidencing such Designated terms of the Senior Debt, permitting Credit Documents; PROVIDED that (x) the holders of such Designated Senior Debt then outstanding shall not be entitled to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives institute a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Payment Blockage Period no Guarantor shall (x) make more often than once within any payment period of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or 360 consecutive days and (y) acquire any no Senior Debt Non-Payment Default or event which, with the giving of the Notes for cash or property. Notwithstanding anything herein to the contrarynotice and/or lapse of time, in no event will would become a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default Senior Debt Non-Payment Default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or such blockage period may be made, used as the basis for commencement of a second any subsequent Payment Blockage Period by the Representative of Notice unless such Designated Senior Debt whether NonPayment Default or not within a period of 365 consecutive daysevent, unless such event of default as the case may be, shall in the interim have been cured or waived for a period of not less than 90 consecutive days days. (it being acknowledged that c) The failure of the Company to make any subsequent action payment with respect to the Subordinated Debt by reason of the operation of this Section 11.03 shall not be construed as preventing the occurrence of an Event of Default hereunder. Immediately upon the expiration of any period under this Section 11.03 during which no payment may be made on account of the Subordinated Debt, the Company may resume making any and all payments on account of the Subordinated Debt (including any payment of principal, interest (including interest at the applicable post-default interest rate specified in Section 2.04(b)) or any breach of any financial covenants for a period commencing after the date of commencement of other amount missed during such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purposeperiod). (bd) The Company will not make any optional or mandatory prepayment of the Notes as provided for under Section 3.01 and the Investors shall not accept any such prepayment to the extent that such prepayment is prohibited under the Senior Credit Agreement, unless the lenders under the Senior Credit Agreement shall have given their written consent thereto. (e) In the event that, notwithstanding the foregoing, the Investors shall have received any payment from any Guarantor shall be received prohibited by the Trustee or any Holder when foregoing provisions of this Section 11.03, then and in such payment is prohibited by Section 13.02(a), event such payment shall be held in trust for the benefit of, holders of the Senior Debt and shall be paid over or delivered to, forthwith to the agent for the holders of Guarantor the Senior Debt of such Guarantor (pro rata for application to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) remaining unpaid after giving effect to any concurrent payment or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid distribution to the holders of Guarantor Senior Debt in respect of such Guarantorthe Savior Debt. Nothing contained in No amount paid by the Company to the Investors and paid ova by the Investors to the holders of the Senior Debt pursuant to this Article Thirteen shall limit XI shall, as between Me Company and the right Investors, be deemed to be a payment by the Company to or on account of the Trustee or the Holders Subordinated Debt. (f) The provisions of Notes this Section 11.03 shall not apply to take any action payment with respect to accelerate the maturity of the Notes pursuant to which Section 6.02 or to pursue any rights or remedies hereunder11.02 would be applicable.

No Payment in Certain Circumstances. 11.3.1. In the event that (ai) If any default occurs and is continuing in the payment Company shall fail to pay when due, whether at maturity, upon any redemption, by declaration acceleration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor monetary obligation with respect to Senior Indebtedness of the Company (a "Payment Default") which Payment Default shall not have been cured or waived, or (ii) any Obligations on such Guarantor's Guarantee or Credit Party shall fail to acquire comply with any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect covenants applicable to any Designated Senior Debt, as such event of default is defined it contained in the instruments creating or evidencing such Designated Senior DebtCredit Documents, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of which default shall not have been cured or waived (a "Covenant Default"), and the Company receives written notice of such Covenant Default from the Agent which expressly states that it is a "blockage notice" (a "Blockage Notice"), then no payment or have ceased to exist distribution (in cash, property, securities or otherwise) (other than (a) the issuance of Interest Notes in respect of interest payable under the PIK Notes or the Trustee receives notice from Interest Notes and (b) the Representative for payment of any amount that does not exceed the respective issue value of Designated Senior Debt terminating any cash, property or securities paid to the Blockage PeriodCompany to purchase additional equity subsequent to the date hereof) shall be made by, during Blockage Period no Guarantor shall or on behalf of, the Company on account of the Note Obligations (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysPayment Default, unless and until such event of default Senior Indebtedness shall have been paid in full or until such Payment Default shall have been cured or waived for a period of not less than 90 consecutive days waived, or (it being acknowledged that any subsequent action or any breach y) in the case of any financial covenants for a period commencing after such Covenant Default, from the date of commencement of the Company shall have received such Blockage Period that, in either case, would give rise to an event Notice until the earlier of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b1) In 179 days after such date and (2) the event that, notwithstanding the foregoing, any payment from any Guarantor shall be received by the Trustee or any Holder when such payment is prohibited by Section 13.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantordate, if any, received from on which the Senior Indebtedness to which such Covenant Default relates is paid in full and all commitments to extend Senior Indebtedness have been terminated, or such Covenant Default is waived by the required percentage of holders of Guarantor such Senior Debt Indebtedness or otherwise cured (a "Blockage Period"); and, upon the termination of such Guarantor Blockage Period, any amounts which have become due and payable under the Notes or under this Agreement with respect to the Note Obligations before or during such Blockage Period (or their Representatives) orincluding, if such information is applicable, interest at a default rate from and after the date on which any payment of principal or interest would have been payable if not received from such holders or their Representatives, from such Guarantor for operation of this Section 11) shall be immediately due and only amounts included in the information provided payable (subject to the Trustee shall provisions of this Section 11); provided, that (A) only one Blockage Notice may be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained given in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder.360-day period, and 16-

No Payment in Certain Circumstances. (a) If In the event that (i) any default occurs and is continuing in the payment Credit Party shall fail to pay when due, whether at maturity, upon any redemption, by declaration acceleration or otherwise, of any principal ofprincipal, interest oninterest, unpaid drawings for letters of credit issued in respect of, premiums or regularly accruing fees with respect to, any Guarantor to Senior Debt of the Company (a "Payment Default") which Payment Default shall not have been cured or waived, or (ii) any Guarantor, no payment Credit Party shall fail to comply with the covenants contained in the Senior Debt Documents or any event of any kind or character default (other than payments by a trust previously established pursuant to Article EightPayment Default) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of under the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereofDocuments shall occur and be continuing, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of which default shall not have been cured or waived or have ceased to exist or (a "Covenant Default"), and the Trustee receives Company and the Lender receive written notice of such Covenant Default from the Representative for Senior Agent (a "Blockage Notice") (provided, that no such Blockage Notice shall be required with respect to a Payment Default), then no payment or other amount on account of the respective issue Subordinated Obligations shall be made by any Credit Party or received by the holders of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall Subordinated Obligations (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contraryPayment Default, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, unless and only one until such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, have been paid in full or be made, the basis for commencement of a second Blockage Period by the Representative of until such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Payment Default shall have been cured or waived, or (y) in the case of any Covenant Default, from the earlier of the date on which the Company or the Lender receives such Blockage Notice until the earlier of (1) 179 days after such date and (2) the date, if any, on which the Senior Debt to which such Covenant Default relates is paid in full or such Covenant Default is waived by the holders of such Senior Debt or otherwise cured (a "Blockage Period"); provided, that (A) only one Blockage Period consisting of an aggregate of 179 days may exist in any 360-day period, and (B) no Covenant Default that previously served as the basis for a Blockage Notice or that was in existence during a prior Blockage Period may serve as the basis for a subsequent Blockage Notice unless such Covenant Default was subsequently cured for a period of not less than at least 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (b) In the event that, notwithstanding the foregoing, any Credit Party shall make or the holders of the Subordinated Obligations shall receive any payment from any Guarantor shall be received or other amount prohibited by the Trustee or any Holder when foregoing provisions of this Section 8.3, then and in such event such payment is prohibited by Section 13.02(a), such payment or other amount shall be held in trust for the benefit of, and shall be paid over or delivered to, of the holders of Guarantor Senior Debt of such Guarantor (pro rata and paid over and delivered forthwith to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearDebt. The Trustee provisions of this Section 8.3 shall not apply to any payment with respect to which Section 8.2 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. Payment over of Proceeds. No payment shall be made with respect to the principal of, premium, if any (aincluding the Make-Whole Payment, if any), or interest on the Securities (including, but not limited to, the Redemption Price with respect to the Securities called for redemption in accordance with Article XI), except payments and distributions made by the Trustee as permitted by Section 13.09, if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default redemption obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind or character (other than payments by such a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any default that continues beyond the period of the Notes for cash or property. In additiongrace, if any, specified in the instrument or lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the Debt that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereof, and if Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative for the respective issue or holder of such Designated Senior Debt gives a Default Noticeor the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, then, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all events scheduled payments of default principal, premium, if any (including the Make-Whole Payment, if any), and interest on the Securities that have come due have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysfull. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a second default referred to in clause (i) above, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured or waived or ceases to exist or 179 days pass after the Payment Blockage Period by Notice is received if the Representative maturity of such Designated Senior Debt has not been accelerated, unless this Article XIII otherwise prohibits the payment or distribution at the time of such payment or distribution. If, notwithstanding the foregoing, the Trustee or any Holder of Securities receives any payment or distribution of assets of the Company at a time when such payment or distribution is prohibited by the foregoing provisions, the Trustee or such Holder, as the case may be, shall hold the payment or distribution in trust for the benefit of the holders of the Senior Debt and shall pay or deliver the payment or distribution to the holders of the Senior Debt remaining unpaid or provided for or to the trustee under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued. Such payment will be made ratably according to the aggregate amounts remaining unpaid on account of the Senior Debt, to the extent necessary to make payment in full of all such Senior Debt remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Debt. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Debt shall have been cured be entitled to receive payment in full of all amounts due or waived to become due on or in respect of all Senior Debt before the Holders of the Securities are entitled to receive any payment on account of principal of, premium, if any (including the Make-Whole Payment, if any), or interest on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Debt shall be entitled to receive, for a period of not less than 90 consecutive days (it being acknowledged that application to the payment thereof, any subsequent action payment or any breach distribution of any financial covenants for a period commencing after kind or character, whether in cash, securities or other property, which may be payable or deliverable in respect of the date of commencement of Securities in any such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed proceeding, dissolution, liquidation or was continuing shall constitute a new event of default for this purpose). (b) other winding up or event. In the event that, notwithstanding the foregoingforegoing provisions of this Section, any payment from any Guarantor shall be received by the Trustee or the Holder of any Holder when Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, and if such fact shall, at or prior to the time of such payment is prohibited by Section 13.02(a)or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and or distribution shall be paid over or delivered toforthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt. For purposes of this Article only, the words "cash, securities or other property" shall not be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such Guarantor (pro rata to such holders on consolidation, merger, conveyance or transfer, comply with the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included conditions set forth in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderVII.

No Payment in Certain Circumstances. (a) If In the event any default occurs Issuer Indebtedness Default shall have occurred and is be continuing in or would arise as a result of the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, making of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character the Obligations under the Credit Documents (other than payments Table of Contents a payment of interest and other amounts in kind), then no payment by the Issuer of or on account of interest or principal of the Obligations (other than a trust previously established pursuant to Article Eightpayment of interest or other amounts in kind) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or such Issuer Indebtedness Default is waived or have ceased cured in accordance with the applicable Issuer Indebtedness Agreement and the Issuer may resume making any and all payments on account of the Obligations (including any payment of principal or interest missed during such period). Notwithstanding the foregoing, the election of a Purchaser to exist convert all or any portion of the Trustee receives notice from Obligations into Equity Interests of the Representative Issuer as herein provided or as provided in such Issuer’s Note is not and shall not be deemed a payment of such Obligations for purposes of this Section 14.03. (b) The failure of the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) Issuer to make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt Obligations by reason of the operation of this Section 14.03 shall be, or not be made, construed as preventing the basis for commencement occurrence of a second Blockage Period by the Representative Default or Event of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)Default hereunder. (bc) In the event that, notwithstanding the foregoing, the Purchasers shall have received any payment from any Guarantor shall be received prohibited by the Trustee or any Holder when foregoing provisions of this Section 14.03, then and in such payment is prohibited by Section 13.02(a), event such payment shall be held in trust for the benefit of, holders of the Issuer Indebtedness and shall be paid over or and delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid forthwith to the holders of Guarantor Senior Debt the Issuer Indebtedness or as otherwise directed by a court of such Guarantor. Nothing contained competent jurisdiction for application (in this Article Thirteen shall limit accordance with the right applicable Issuer Indebtedness Agreement) to the Issuer Indebtedness until Payment In Full of the Trustee or the Holders Issuer Indebtedness. (d) The provisions of Notes this Section 14.03 shall not apply to take any action payment with respect to accelerate the maturity of the Notes pursuant to which Section 6.02 or to pursue any rights or remedies hereunder14.02 hereof would be applicable.

No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest on the Securities on or account of the purchase, redemption or other acquisition of Securities or constituting a sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case -72- 82 may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (aother than Previous Payments), if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default redemption or repurchase obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind such a default that continues beyond the period of grace, if any, specified in the instrument or character lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to payment default, on any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default Designated Senior Debt occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereofTrustee receives a notice of the default (a "Payment Blockage Notice") from the Company, and if the Representative for the respective issue of a holder such Designated Senior Debt gives or a Default NoticeRepresentative of such Designated Senior Debt. ; provided, thenhowever, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted pursuant to Article Fourteen. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until all events of default at least 365 days shall have been cured or waived or have ceased to exist or elapsed since the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any initial effectiveness of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a immediately prior Payment Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysNotice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities and may purchase, redeem or otherwise acquire Securities and may make a second Blockage Period by sinking fund or defeasance payment to the Representative of such Designated Senior Debt whether Trustee or not within a period of 365 consecutive daysPaying Agent, unless such event of as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities, upon the earlier of: (1) the date upon which the default shall have been is cured or waived for or ceases to exist, or (2) in the case of a period of not less than 90 consecutive default referred to in clause (ii) above, 179 days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing pass after the date of commencement Payment Blockage Notice is received, unless this Article Fifteen otherwise prohibits the payment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment at the time of such Blockage Period thatpayment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment (including, without limitation, in either casethe case of a default referred to in clause (ii) above, would give rise as a result of a payment default with respect to an event the applicable Senior Debt as a consequence of default pursuant to any provisions under which an event the acceleration of default previously existed the maturity thereof or was continuing shall constitute a new event of default for this purposeotherwise). (b) . In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCompany. The Trustee provisions of this Section shall not apply to any payment with respect to which Section 1502 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest on the Securities on or account of the purchase, redemption or other acquisition of Securities or constituting a sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (aother than Previous Payments), if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default redemption or repurchase obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind such a default that continues beyond the period of grace, if any, specified in the instrument or character lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to payment default, on any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default Designated Senior Debt occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereofTrustee receives a notice of the default (a "Payment Blockage Notice") from the Company, and if the Representative for the respective issue a holder of such Designated Senior Debt gives or a Default NoticeRepresentative of such Designated Senior Debt ; provided, thenhowever, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted pursuant to Article Fourteen. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice and all events scheduled payments of default principal, premium, if any, and interest on the Securities that have come due have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive dayscash. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities and may purchase, redeem or otherwise acquire Securities and may make a second Blockage Period by sinking fund or defeasance payment to the Representative of such Designated Senior Debt whether Trustee or not within a period of 365 consecutive daysPaying Agent, unless such event of as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities, upon the earlier of: (1) the date upon which the default shall have been is cured or waived for or ceases to exist, or (2) in the case of a period of not less than 90 consecutive default referred to in clause (ii) above, 179 days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing pass after the date of commencement Payment Blockage Notice is received, unless this Article Fifteen otherwise prohibits the payment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment at the time of such Blockage Period thatpayment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment (including, without limitation, in either casethe case of a default referred to in clause (ii) above, would give rise as a result of a payment default with respect to an event the applicable Senior Debt as a consequence of default pursuant to any provisions under which an event the acceleration of default previously existed the maturity thereof or was continuing shall constitute a new event of default for this purposeotherwise). (b) . In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCompany. The Trustee provisions of this Section shall not apply to any payment with respect to which Section 1502 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. Payment over of Proceeds upon ------------------------------------------------------------------ Dissolution, Etc. ----------------- No payment shall be made with respect to the principal of, or premium, if any, or interest (aincluding Liquidated Damages, if any) If on the Securities (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article XI or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article XIV), except payments and distributions made by the Trustee as permitted by Section 13.9, if: (i) a default in the payment of principal, premium, if any, or interest (including a default under any default repurchase or redemption obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind or character (other than payments by such a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any default that continues beyond the period of the Notes for cash or property. In additiongrace, if any, specified in the instrument or lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the Debt that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereof, and if Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative for the respective issue or holder of Designated Senior Debt gives a Default NoticeDebt. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, then, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all events scheduled payments of default principal, premium, if any, and interest on the Securities that have come due have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysfull in cash. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a second default referred to in clause (i) above, the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured or waived or ceases to exist or 179 days after the Trustee's receipt of the Payment Blockage Period by Notice if the Representative maturity of such Designated Senior Debt has not been accelerated, unless this Article XIII otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have been cured received any payment or waived distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for a period application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash, securities or other property" shall not less than 90 consecutive days (it being acknowledged that any subsequent action be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any breach other corporation provided for by a plan of any financial covenants for reorganization or readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a period commencing after greater extent than, the date of commencement of such Blockage Period that, Securities are so subordinated as provided in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) Article. In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or delivered tothe Trustee, in the holders of Guarantor Senior Debt case of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderHolder.

No Payment in Certain Circumstances. Payment over of Proceeds upon ------------------------------------------------------------------ Dissolution, Etc. ---------------- No payment shall be made with respect to the principal of, or premium, if any, or interest (aincluding Liquidated Damages, if any) If on the Securities (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article XI or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article XIV), except payments and distributions made by the Trustee as permitted by Section 13.9, if: (i) a default in the payment of principal, premium, if any, or interest (including a default under any default repurchase or redemption obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind or character (other than payments by such a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any default that continues beyond the period of the Notes for cash or property. In additiongrace, if any, specified in the instrument or lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the Debt that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereof, and if Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative for the respective issue or holder of Designated Senior Debt gives a Default Noticeor the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, then, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all events scheduled payments of default principal, premium, if any, and interest on the Securities that have come due have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysfull in cash. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a second Blockage Period by default referred to in clause (i) above, the Representative date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured or waived or ceases to exist or 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article XIII otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been cured made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or waived distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for a period application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash, securities or other property" shall not less than 90 consecutive days (it being acknowledged that any subsequent action be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any breach other corporation provided for by a plan of any financial covenants reorganization or readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a period commencing after the date of commencement part of such Blockage Period thatconsolidation, merger, conveyance or transfer, comply with the conditions set forth in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) Article VII. In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or delivered tothe Trustee, in the holders of Guarantor Senior Debt case of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderHolder.

No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest (aincluding Special Interest, if any) If on the Securities or on account of the repurchase or redemption on the Securities (other than Previous Payments), if: (i) a default in the payment of principal, premium, if any, or interest (including a default under any default redemption or repurchase obligation) or other Obligations with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; (ii) any Guarantor, no payment other default on Designated Senior Debt occurs and the maturity of such Designated Senior Debt is accelerated; or (iii) any kind or character other default (other than payments by the ones specified in clauses (i) and (ii) above), other than a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to payment default, on any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default Designated Senior Debt occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereofTrustee receives a notice of the default (a "Payment Blockage Notice") from the Company, and if the Representative for the respective issue a holder of such Designated Senior Debt gives or a Default NoticeSenior Debt Representative of such Designated Senior Debt. If the Trustee receives any Payment Blockage Notice pursuant to clause (iii) above, then, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until all events of default at least 360 days shall have been cured or waived or have ceased to exist or elapsed since the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any initial effectiveness of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a immediately prior Payment Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysNotice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement of a second subsequent 97 Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysNotice, unless such event of default shall have has been cured or waived for a period of not less than at least 90 consecutive days. The Company may and shall resume payments on and distributions in respect of the Securities and may repurchase or redeem the Securities, upon the earlier of: (1) in the case of a default referred to in clauses (i) and (ii) above, when all amounts in respect of such Designated Senior Debt have been paid in full in cash or the default is cured, waived or cases to exist, and any acceleration has been rescinded; and (2) in the case of a default referred to in clause (iii) above, 179 days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date receipt of commencement the Payment Blockage Notice, unless (1) earlier terminated by the written notice of the Person who gave the Payment Blockage Notice, (2) all Obligations in respect of such on the Designated Senior Debt have been paid in full in cash or (3) the default giving rise to the Payment Blockage Period thatNotice is cured, waived or cases to exist, unless such Designated Senior Debt has been accelerated, unless this Article XIII otherwise prohibits the payment, distribution, repurchase or redemption at the time of such payment at the time of such payment, distribution, repurchase or redemption (including, without limitation, in either casethe case of a default referred to in clause (iii) above, would give rise as a result of a payment default with respect to an event the applicable Senior Debt as a consequence of default pursuant to any provisions under which an event the acceleration of default previously existed the maturity thereof or was continuing shall constitute a new event of default for this purposeotherwise). (b) . In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by of Obligations to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered forthwith, upon proper written request, to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on or the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective RepresentativesRepresentative), as their respective interests may appear. The Trustee shall be entitled , for application to rely on information regarding amounts then due and owing on the Guarantor payment of all Obligations with respect to Senior Debt of remaining unpaid to the extent necessary to pay such GuarantorObligations in full in cash in accordance with their terms, if any, received from after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Senior Debt Debt. The provisions of such Guarantor (or their Representatives) or, if such information is this Section shall not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided apply to the Trustee shall any payment with respect to which Section 13.2 would be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. (a) If In the event that (i) the Company shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal ofprincipal, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect toto Senior Indebtedness (a "Payment Default") which Payment Default shall not have been cured or waived, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant ii) the Company shall fail to Article Eight) shall be made by such Guarantor comply with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined covenants contained in the instruments creating or evidencing such Designated Senior DebtCredit Agreement, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of which default shall not have been cured or waived or have ceased to exist or (a "Covenant Default"), and the Trustee receives Company and the Registered Holders receive written notice of such Covenant Default from the Representative for holders of at least a majority in aggregate principal amount of such Senior Indebtedness at the respective issue time outstanding (a "Blockage Notice"), then no payment shall be made by the Company on account of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall Subordinated Obligations (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysPayment Default, unless and until such event of default Senior Indebtedness shall have been paid in cash in full or provision shall have been made for such payment or until such Payment Default shall have been cured or waived, or (y) in the case of any Covenant Default, from the date the Company and the Registered Holders shall have received such Blockage Notice until the earlier of (1) 179 days after such date and (2) the date, if any, on which such Senior Indebtedness to which such Covenant Default relates is discharged or such Covenant Default is waived by the holders of such Senior Indebtedness or otherwise cured (a "Blockage Period"); provided, that (A) only one Blockage Notice may be given in any 360-day period, and (B) no Covenant Default that previously served as the basis for a Blockage Notice or that was in existence during a prior Blockage Period may serve as the basis for a Blockage Notice unless such Covenant Default was subsequently cured for a period of not less than 90 at least 180 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)days. (b) In the event that, notwithstanding the foregoing, the Company shall make any payment from to any Guarantor shall be received Registered Holder prohibited by the Trustee or any Holder when such payment is prohibited by Section 13.02(aforegoing provisions of this subparagraph 6P(iii), then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided forthwith to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderCompany.

No Payment in Certain Circumstances. In the event that (ai) If the ----------------------------------- Borrower shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in amount or obligation with respect ofto Senior Indebtedness (a "Payment Default") which Payment Default shall not have been cured or waived, or regularly accruing fees with respect to, any Guarantor Senior Debt (ii) an event of any Guarantor, no payment of any kind or character default (other than payments by a trust previously established pursuant to Article EightPayment Default) under the Senior Credit Agreement shall occur and be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In additioncontinuing, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default which shall not have been cured or waived or have ceased to exist (a "Non-Payment Default"), and the Borrower and the Agent receive written notice of such Non-Payment Default from either the Bank Agent or the Trustee receives notice from holders of at least a majority in aggregate principal amount of the Representative for the respective issue of Designated Senior Debt terminating under the Senior Credit Agreement at the time outstanding (a "Non-Payment Blockage PeriodNotice"), during Blockage Period then no Guarantor payment on account of the Subordinated Obligations shall be made by the Borrower (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysPayment Default, unless and until such event of default Senior Indebtedness shall have been paid in full or until such Payment Default shall have been cured or waived for a period of not less than 90 consecutive days waived, or (it being acknowledged that any subsequent action or any breach y) in the case of any financial covenants for a period commencing after Non-Payment Default, from the earlier of the date on which the Borrower and the Agent receive such Non-Payment Blockage Notice until the earlier of commencement (1) 179 days after such date and (2) the date, if any, on which the Senior Debt under the Senior Credit Agreement is paid in full or such Non- Payment Default is waived by the holders of such Senior Debt or otherwise cured (a "Blockage Period thatPeriod"); provided, that only one Non-Payment Blockage Notice may be given in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) 360-day period. In the event that, notwithstanding the foregoing, the Borrower shall make any payment from to any Guarantor shall be received Lender prohibited by the Trustee or any Holder when foregoing provisions of this Section 11.03, 84 then and in such payment is prohibited by Section 13.02(a), event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representativesagent or trustee) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders relevant Senior Indebtedness. The provisions of Notes this Section 11.03 shall not apply to take any action payment with respect to accelerate the maturity of the Notes pursuant to which Section 6.02 or to pursue any rights or remedies hereunder11.02 would be applicable.

No Payment in Certain Circumstances. Payment over of Proceeds upon ------------------------------------------------------------------ Dissolution, Etc. ----------------- No payment shall be made with respect to the principal of, or premium, if any, or interest on the Securities (aincluding, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article XI or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article XIV), except payments and distributions made by the Trustee as permitted by Section 13.9, if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default repurchase or redemption obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind or character (other than payments by such a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any default that continues beyond the period of the Notes for cash or property. In additiongrace, if any, specified in the instrument or lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the Debt that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereof, and if Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative for the respective issue or holder of Designated Senior Debt gives a Default Noticeor the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, then, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all events scheduled payments of default principal, premium, if any, and interest on the Securities that have come due have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysfull in cash. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a second Blockage Period by default referred to in clause (i) above, the Representative date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured or waived or ceases to exist or 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article XIII otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been cured made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or waived distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for a period application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash, securities or other property" shall not less than 90 consecutive days (it being acknowledged that any subsequent action be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any breach other corporation provided for by a plan of any financial covenants reorganization or readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a period commencing after the date of commencement part of such Blockage Period thatconsolidation, merger, conveyance or transfer, comply with the conditions set forth in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) Article VII. In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or delivered tothe Trustee, in the holders of Guarantor Senior Debt case of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderHolder.

No Payment in Certain Circumstances. In the event that (ai) If the Borrower shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, amount or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor obligation with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate under the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives Credit Agreement (a "Payment Default") which Payment Default Notice, then, unless and until all events of default shall not have been cured or waived in writing, or (ii) an Event of Default (other than a Payment Default) under and as defined in the Credit Agreement shall occur and be continuing, which shall not have ceased been cured or waived in writing or otherwise cease to exist (a "Non-Payment Default"), and the Borrower and each Lender receive written notice of such Non-Payment Default from either the Senior Agent or the Trustee receives notice from holders of at least a majority in aggregate principal amount of the Representative for the respective issue of Designated Senior Debt terminating under the Credit Agreement at the time outstanding (a "Non-Payment Blockage PeriodNotice"), during Blockage Period then no Guarantor payment on account of the Subordinated Obligations shall be made by the Borrower or otherwise on account of the Subordinated Obligations (x) make any payment in the case of any kind Payment Default, unless and until such Senior Debt shall have been paid in full or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees until such Payment Default shall have been cured or waived in writing, or (y) acquire in the case of any of the Notes for cash or property. Notwithstanding anything herein to the contraryNon-Payment Default, in no event will a Blockage Period extend beyond 180 days from the date on which the Borrower and each Lender receive such Non-Payment Blockage Notice until (but excluding) the earlier of (1) 179 days after such date and (2) the commencement date, if any, on which the Senior Debt under the Credit Agreement is paid in full or such Non-Payment Default is waived by the holders of such Senior Debt under the Credit Agreement or otherwise cured or ceases to exist (a "Non-Payment Blockage Period"); provided, and that, (x) only one such Non-Payment Blockage Period Notice may be commenced within given in any 365 consecutive days. No 360-day period, (y) no Non-Payment Default or event which, with the giving of default which notice and/or lapse of time, would become a Non-Payment Default which, in either case, existed or was continuing on the date of the commencement of any Non-Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for the commencement of a second subsequent Non-Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Non-Payment Default or event, as the case may be, shall in the interim have been cured or waived in writing for a period of not less than 90 consecutive days and (it being acknowledged that z) there must be a 181 consecutive day period in any subsequent action or any breach of any financial covenants for a 360 consecutive day period commencing after the date of commencement of such during which no Non-Payment Blockage Period thatis in effect; provided, in either casefurther, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In however, that if within the event that, notwithstanding the foregoing, any payment from any Guarantor shall be received by the Trustee or any Holder when such payment is prohibited by Section 13.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered toNon-Payment Blockage Period, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on have not declared the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall to be entitled to rely on information regarding amounts then immediately due and owing on the Guarantor payable (or have declared such Senior Debt of to be immediately due and payable and within such Guarantorperiod have rescinded such acceleration), if anythen and in that event, received from the holders of Guarantor Senior Debt of such Guarantor (all payments then or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided previously due with respect to the Trustee Subordinated Obligations shall be paid to at the holders of Guarantor Senior Debt end of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderNon-Payment Blockage Period.

No Payment in Certain Circumstances. At all times prior to the Loan Maturity Date, and without limitation of the rights of the Senior Secured Parties under the terms of the Loan Documents: 3.1 upon any distribution or application of the assets of the Borrower or any of its Subsidiaries in connection with any liquidation, dissolution or other proceeding for the winding up of the Borrower or any of its Subsidiaries (awhether partial or complete) If or any default occurs proceeding for insolvency or bankruptcy (whether voluntary or involuntary) or any receivership, reorganization or other similar case or proceeding in connection therewith, or any assignment for the benefit of creditors or arrangement with creditors, whether or not pursuant to the insolvency, bankruptcy or similar laws of any jurisdiction, or the sale of all or substantially all of the assets of the Borrower or any of its Subsidiaries or any other marshalling of assets and is continuing liabilities of the Borrower or any of its Subsidiaries: 3.1.1 the Senior Secured Obligations shall first be irrevocably and indefeasibly paid in full in cash and all Commitments shall have been terminated before any of the Subordinated Lenders shall be entitled to receive any payment on account of the Subordinated Obligations or any other interests in the Borrower or any of its Subsidiaries arising from the Subordinated Obligations whether in cash, securities or other assets; and 3.1.2 any payment when due, whether at maturity, upon or distribution of assets of the Borrower or any redemption, by declaration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment its Subsidiaries of any kind or character (other than payments by a trust previously established in respect of the Subordinated Obligations to which any of the Subordinated Lenders would be entitled if the Subordinated Obligations were not subordinated pursuant to Article Eight) the terms hereof shall be made by the trustee, liquidator or agent or other Person making such Guarantor with respect to any Obligations on such Guarantor's Guarantee payment or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant distribution directly to the provisions described under Article Eight) with respect to any Senior Secured Parties until the Senior Secured Obligations on the Guarantees or (y) acquire any of the Notes for are irrevocably and indefeasibly paid in full in cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default all Commitments shall have been cured terminated and each of the Subordinated Lenders irrevocably authorizes and empowers the Collateral Agent (or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment from any Guarantor shall be received by the Trustee or any Holder when such payment is prohibited by Section 13.02(aAdministrative Agent on its behalf), such payment shall be held in trust acting for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis behalf of the respective amount of Guarantor Senior Debt of Secured Parties, to receive and collect on its behalf any and all such Guarantor held by such holders) payments or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder.distributions;

No Payment in Certain Circumstances. Until the Termination Date, and without limitation to the rights of the Secured Parties under the terms of the Credit Documents: 3.1 upon any distribution or application of the assets of the Borrower in connection with any liquidation, dissolution or other proceeding for the winding up of the Borrower (awhether partial or complete) If or any default occurs proceeding for insolvency or bankruptcy (whether voluntary or involuntary) or any receivership, reorganization or other similar case or proceeding in connection therewith, or any assignment for the benefit of creditors or arrangement with creditors, whether or not pursuant to the insolvency, bankruptcy or similar laws of any jurisdiction, or the sale of all or substantially all of the assets of the Borrower or any other marshaling of assets and is continuing liabilities of the Borrower: 3.1.1 the Obligations (other than contingent or indemnification obligations for which no claim has been made) shall first be irrevocably and indefeasibly paid in full in cash to the Secured Parties before the Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Indebtedness or any other interests in the Borrower arising from the Subordinated Indebtedness whether in cash, securities or other assets; and 3.1.2 any payment when due, whether at maturity, upon any redemption, by declaration or otherwise, distribution of any principal of, interest on, unpaid drawings for letters assets of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment the Borrower of any kind or character (other than payments by a trust previously established in respect of the Subordinated Indebtedness to which the Subordinated Lender would be entitled if the Subordinated Indebtedness were not subordinated pursuant to Article Eight) the terms hereof shall be made by the trustee, liquidator or agent or other Person making such Guarantor with respect payment or distribution, directly to the Secured Parties until the Obligations (other than contingent or indemnification obligations for which no claim has been made) are irrevocably and indefeasibly paid in full in cash and each of the Subordinated Lenders irrevocably authorizes and empowers the Collateral Agent, acting for and on behalf of the Secured Parties, to receive and collect on its behalf any and all such payments or distributions, after giving effect to any Obligations on such Guarantor's Guarantee concurrent payment or distribution to acquire any holder of Secured Obligations; 3.2 without limitation to the foregoing, in the event any of the Notes conditions to the Borrower’s ability to pay dividends under the Credit Documents are not satisfied, then no payment of principal, interest or other amounts owing shall be made by the Borrower on or in respect of the Subordinated Indebtedness, and the Subordinated Lender agrees that it will not ask, demand, xxx for, take or receive from or for cash the account of the Borrower (whether directly or property. In additionindirectly), if by set-off or in any other event manner, or retain payment (in whole or in part) of, the Subordinated Indebtedness, or any security therefor, until dividend payments are permitted to be made by the Borrower in accordance with the provisions of default occurs the Credit Documents; provided, however, that no Secured Party or Subordinated Lender shall have any duty to the other party to act or refrain from acting in a manner that may result in a Note Event of Default; 3.3 if, for any reason whatsoever and is continuing with respect whether pursuant to any Designated Senior Debta bankruptcy, as such event of default is defined in liquidation or similar proceeding or otherwise, the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist Borrower shall make or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor Subordinated Lender shall (x) make receive any payment or distribution of any kind or character (character, whether in cash, securities or other than payments by a trust previously established pursuant to property, on account or in respect of the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire Subordinated Indebtedness in contravention of any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be madeterms set forth herein, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Subordinated Lender shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that hold any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment from any Guarantor shall be received by the Trustee or any Holder when such payment is prohibited by Section 13.02(a), such payment shall be held or distribution in trust for the benefit ofof the Secured Parties, promptly notify the Collateral Agent of the receipt of such payment or distribution and promptly pay over or deliver such distribution or payment to the Collateral Agent or to any other Person nominated by the Collateral Agent, to hold for the account of the Secured Parties. In the event of failure of the Subordinated Lender to make any such endorsement or assignment, the Collateral Agent is irrevocably authorized by the Subordinated Lender to make the same; provided, however, that nothing in this sentence shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata deemed to such holders on the basis restrict any rights of the respective amount Secured Parties to enforce in any manner provided under applicable Law the obligation of Guarantor Senior Debt of the Subordinated Lender to make any such Guarantor held by such holders) endorsement or their respective Representativesassignment; and 3.4 notwithstanding any provision to the contrary herein or in any other Credit Document, as their respective interests may appear. The Trustee no payment or delivery shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided made to the Trustee shall be paid Subordinated Lender of securities or other obligations which are issued upon any merger, consolidation, sale, lease, transfer or other disposal by any Person succeeding to the holders of Guarantor Senior Debt of Borrower or acquiring the Borrower’s property and assets, unless such Guarantor. Nothing contained securities or obligations are pledged in this Article Thirteen shall limit the right favor of the Trustee Secured Parties and subordinate and junior at least to the extent provided herein to the irrevocable and indefeasible payment in full in cash of all Obligations and to the payment of any stock or the Holders of Notes to take obligations which are issued in exchange or substitution for any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereundersuch obligations.

No Payment in Certain Circumstances. If (ai) If any default occurs and is continuing in the payment Obligor shall fail to pay when due, whether at maturitydue (after giving effect to any applicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, amount or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor obligation with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate under the maturity thereofSenior Credit Agreement (a "Payment Default"), and if the Representative for the respective issue of Designated Senior Debt gives a which Payment Default Notice, then, unless and until all events of default shall not have been cured or waived in writing in accordance with the terms of the Senior Credit Agreement, or (ii) an Event of Default (other than a Payment Default) under and as defined in the Senior Credit Agreement shall occur and be continuing, which shall not have ceased been cured or waived in writing in accordance with the terms of the Senior Credit Agreement or otherwise cease to exist (a "Non-Payment Default"), and the Obligors and each Subordinated Creditor receive written notice of such Non-Payment Default from either the Agent or the Trustee receives notice from holders of at least a majority in aggregate principal amount of the Representative for the respective issue of Designated Senior Debt terminating under the Senior Credit Agreement at the time outstanding (a "Non-Payment Blockage PeriodNotice"), during Blockage Period then no Guarantor payment, redemption or other distribution on account of the Subordinated Obligations shall be made by any Obligor or otherwise on account of the Subordinated Obligations (i) in the case of any Payment Default, unless and until (x) make such Senior Debt shall have been paid in full in cash, any payment commitments to lend under the Senior Credit Agreement have been terminated and any letters of any kind credit issued under the Senior Credit Agreement have been cancelled or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees have terminated or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one until such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Payment Default shall have been cured or waived for a period in writing in accordance with the terms of not less than 90 consecutive days the Senior Credit Agreement, or (it being acknowledged that any subsequent action or any breach ii) in the case of any financial covenants for a period commencing after Non-Payment Default, from the date on which the Obligors and each Subordinated Creditor receive such Non-Payment Blockage Notice until (but excluding) the earlier of commencement (1) 179 days after such date or (2) the date, if any, on which the Senior Debt under the Senior Credit Agreement is paid in full in cash, any commitments to lend under the Senior Credit Agreement have been terminated and any letters of credit issued under the Senior Credit Agreement have been cancelled or have terminated or (3) the date, if any, on which such Non-Payment Default is waived in accordance with the terms of the Senior Credit Agreement or otherwise cured or ceases to exist (a "Non-Payment Blockage Period that, Period"); provided that Non-Payment Blockage Periods may only be in either case, would give rise to place for an event aggregate of default pursuant to 179 days during any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) 365 day period. In the event that, notwithstanding the foregoing, any payment from Subordinated Creditor shall have received any Guarantor shall be received by payment, redemption or other distribution on account of the Trustee Subordinated Obligations contrary to the foregoing provisions of this Section 3, then such payment, redemption or any Holder when such payment is prohibited by Section 13.02(a), such payment shall be held in trust for the benefit of, and other distribution shall be paid over or and delivered to, forthwith to the holders Agent for the benefit of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor Creditors (or their Representativesagent or trustee) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to accordance with Section 6.02 or to pursue any rights or remedies hereunder10 hereof.

No Payment in Certain Circumstances. Payment over of Proceeds ------------------------------------------------------------- upon Dissolution, Etc. ---------------------- No payment shall be made with respect to the principal of, or premium, if any, or interest (aincluding Liquidated Damages, if any) If on the Securities (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article XI or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article XIV), except payments and distributions made by the Trustee as permitted by Section 13.9, if: (i) a default in the payment of principal, premium, if any, or interest (including a default under any default repurchase or redemption obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind or character (other than payments by such a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any default that continues beyond the period of the Notes for cash or property. In additiongrace, if any, specified in the instrument or lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the Debt that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereof, and if Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative for the respective issue or holder of Designated Senior Debt gives a Default Noticeor the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, then, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all events scheduled payments of default principal, premium, if any, and interest on the Securities that have come due have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysfull in cash. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a second Blockage Period by default referred to in clause (i) above, the Representative date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured or waived or ceases to exist or 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article XIII otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been cured made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or waived distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for a period application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash, securities or other property" shall not less than 90 consecutive days (it being acknowledged that any subsequent action be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any breach other corporation provided for by a plan of any financial covenants reorganization or readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a period commencing after the date of commencement part of such Blockage Period thatconsolidation, merger, conveyance or transfer, comply with the conditions set forth in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) Article VII. In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or delivered tothe Trustee, in the holders of Guarantor Senior Debt case of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderHolder.

No Payment in Certain Circumstances. Payment over of ---------------------------------------------------- Proceeds upon Dissolution, Etc. ------------------------------- No payment shall be made with respect to the principal of, or premium, if any, or Liquidated Damages, if any, on the Securities (aincluding, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article XI or the Repurchase Price or Purchase Price with respect to Securities submitted for repurchase in accordance with Article XIV), except payments and distributions made by the Trustee as permitted by Section 13.9, if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default repurchase or redemption obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind or character (other than payments by such a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any default that continues beyond the period of the Notes for cash or property. In additiongrace, if any, specified in the instrument or lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the Debt that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereof, and if Trustee has received a notice of the default (a "Payment Blockage Notice") from a Representative for the respective issue or holder of Designated Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Company. If the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the any Payment Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until: (A) at least 365 days shall have elapsed since the provisions described under Article Eightinitial effectiveness of the immediately prior Payment Blockage Notice; and (B) with respect to any Obligations all scheduled payments of principal, premium, if any, and Liquidated Damages, if any, on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, Securities that have come due have been paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. full in cash.. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a second Blockage Period by default referred to in clause (i) above, the Representative date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured or waived or ceases to exist or 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article XIII otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or Liquidated Damages, if any, on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable 91 or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been cured made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or waived distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for a period application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash, securities or other property" shall not less than 90 consecutive days (it being acknowledged that any subsequent action be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any breach other corporation provided for by a plan of any financial covenants reorganization or readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a period commencing after the date of commencement part of such Blockage Period thatconsolidation, merger, conveyance or transfer, comply with the conditions set forth in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) Article VII. In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or delivered tothe Trustee, in the holders of Guarantor Senior Debt case of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderHolder.

No Payment in Certain Circumstances. Payment over of Proceeds upon ------------------------------------------------------------------ Dissolution, Etc. ---------------- No payment shall be made with respect to the principal of, or premium, if any, or interest on the Securities (aincluding, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article XI or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article XIV), except payments and distributions made by the Trustee as permitted by Section 13.9, if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default repurchase or redemption obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind or character (other than payments by such a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any default that continues beyond the period of the Notes for cash or property. In additiongrace, if any, specified in the instrument or lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the Debt that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereof, and if Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative for the respective issue or holder of Designated Senior Debt gives a Default Noticeor the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, then, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all events scheduled payments of default principal, premium, if any, and interest on the Securities that have come due have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysfull in cash. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a second Blockage Period by default referred to in clause (i) above, the Representative date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured or waived or ceases to exist or 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article XIII otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been cured made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or waived distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for a period application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash, securities or other property" shall not less than 90 consecutive days (it being acknowledged that any subsequent action be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any breach other corporation provided for by a plan of any financial covenants reorganization or readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a period commencing after the date of commencement part of such Blockage Period thatconsolidation, merger, conveyance or transfer, comply with the conditions set forth in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) Article VII. In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or delivered tothe Trustee, in the holders of Guarantor Senior Debt case of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderHolder.

No Payment in Certain Circumstances. Payment over of Proceeds upon ------------------------------------------------------------------ Dissolution, Etc. No payment shall be made with respect to the ---------------- principal of, or -98- premium, if any, or interest (aincluding Liquidated Damages, if any) If on the Securities (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article XI or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article XIV), except payments and distributions made by the Trustee as permitted by Section 13.9, if: (1) a default in the payment of principal, premium, if any, or interest (including a default under any default repurchase or redemption obligation) or other amounts with respect to any Designated Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Designated Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind or character (other than payments by such a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any default that continues beyond the period of the Notes for cash or property. In additiongrace, if any, specified in the instrument or lease evidencing such Designated Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (2) any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the Debt that then permits holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the default (a "Payment Blockage Notice") from a Representative for the respective issue or holder of Designated Senior Debt gives a Default Noticeor the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, then, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all events scheduled payments of default principal, premium, if any, and interest on the Securities that have come due have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysfull in cash. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (3) in the case of a second Blockage Period by default referred to in clause (i) above, the Representative date upon which the default is cured or waived or ceases to exist, or (4) in the case of a default referred to in clause (ii) above, the date upon which the default is cured or waived or ceases to exist or 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated. Unless this Article XIII otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been cured made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or waived distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for a period application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, property or securities" shall not less than 90 consecutive days (it being acknowledged that any subsequent action be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any breach other corporation provided for by a plan of any financial covenants reorganization or readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a period commencing after the date of commencement part of such Blockage Period thatconsolidation, merger, conveyance or transfer, comply with the conditions set forth in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) Article VII. In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or delivered tothe Trustee, in the holders of Guarantor Senior Debt case of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderHolder.

No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest on the Securities or on account of the purchase, redemption or other acquisition of Securities or constituting any sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (aother than Previous Payments), if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default redemption or repurchase obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind such a default that continues beyond the period of grace, if any, specified in the instrument or character lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to payment default, on any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default Designated Senior Debt occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereofTrustee receives a notice of the default (a "Payment Blockage Notice") from the Company, and if the Representative for the respective issue a holder of such Designated Senior Debt gives or a Default NoticeRepresentative of such Designated Senior Debt. ; provided, thenhowever, that nothing in this Section shall prevent the satisfaction -------- ------- of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted pursuant to Article Fourteen. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until all events of default at least 365 days shall have been cured or waived or have ceased to exist or elapsed since the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any initial effectiveness of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a immediately prior Payment Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysNotice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities and may purchase, redeem or otherwise acquire Securities and may make a second Blockage Period by sinking fund or defeasance payment to the Representative of such Designated Senior Debt whether Trustee or not within a period of 365 consecutive daysthe Paying Agent, unless such event of as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities, upon the earlier of: (1) the date upon which the default shall have been is cured or waived for or ceases to exist, or (2) in the case of a period of not less than 90 consecutive default referred to in clause (ii) above, 179 days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing pass after the date of commencement Payment Blockage Notice is received, unless this Article Fifteen otherwise prohibits the payment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment at the time of such Blockage Period thatpayment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment (including, without limitation, in either casethe case of a default referred to in clause (ii) above, would give rise as a result of a payment default with respect to an event the applicable Senior Debt as a consequence of default pursuant to any provisions under which an event the acceleration of default previously existed the maturity thereof or was continuing shall constitute a new event of default for this purposeotherwise). (b) . In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCompany. The Trustee provisions of this Section shall not apply to any payment with respect to which Section 1502 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. (a) If In the event that any default occurs and principal of or interest on the Senior Debt is continuing in the payment not paid when due, whether at stated maturity, upon any redemptionby mandatory prepayment, by declaration acceleration or otherwise, but after expiration of any principal ofapplicable grace period (each a "SENIOR DEBT PAYMENT DEFAULT"), interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, then no payment or distribution of any kind or character (other than payments by a trust previously established pursuant to Article Eightincluding any acquisition of the Notes) shall be made by such Guarantor with respect to the Company, or accepted by any Obligations Investor, on such Guarantor's Guarantee or to acquire any account of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Subordinated Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default such payment shall have been cured made or such Senior Debt Payment Default is waived or in accordance with the terms of such Senior Debt. (b) In the event that any Event of Default under, and as defined in, the Senior Credit Agreement (other than a SENIOR DEBT PAYMENT DEFAULT) (each a "Senior Debt Non-Payment Default") shall have ceased to exist or occurred and be continuing and the Trustee receives Company and the Investors shall have received written notice of such Senior Debt Non-Payment Default from the Representative for the respective issue of Designated Senior Debt terminating the Blockage PeriodRepresentative (a "PAYMENT BLOCKAGE NOTICE"), during Blockage Period then no Guarantor shall (x) make any payment or distribution of any kind or character shall be made by the Company, or accepted by any Investor, on account of the Subordinated Debt (other than payments by including any repurchase of the Notes) during the period (a trust previously established pursuant "PAYMENT BLOCKAGE PERIOD") commencing on the date the Company and the Investors received such Payment Blockage Notice and ending on the earlier of (i) the date 180 days thereafter and (ii) the date on which the Senior Debt Non-Payment Default giving rise to the provisions described under Article EightPayment Blockage Period is cured or waived in accordance with the terms of the Senior Credit Documents; provided that (x) with respect the holders of Senior Debt shall not be entitled to institute a Payment Blockage Period more often than once within any Obligations on the Guarantees or period of 360 consecutive days and (y) acquire any no Senior Debt Non-Payment Default or event which, with the giving of the Notes for cash or property. Notwithstanding anything herein to the contrarynotice and/or lapse of time, in no event will would become a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default Senior Debt Non-Payment Default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or such blockage period may be made, used as the basis for commencement of a second any subsequent Payment Blockage Period by the Representative of Notice unless such Designated Senior Debt whether Non-Payment Default or not within a period of 365 consecutive daysevent, unless such event of default as the case may be, shall in the interim have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action action, or any breach of any financial covenants covenant for a period commencing after the date of commencement of such Payment Blockage Period Period, that, in either case, would give rise to an event of default a Senior Debt Non-Payment Default after such date pursuant to any provisions provision under which an event of default a Senior Debt Non-Payment Default previously existed exists or was continuing shall constitute a new event of default Senior Debt Non-Payment Default for this purpose). (bc) The failure of the Company to make any payment with respect to the Subordinated Debt by reason of the operation of this Section 11.03 shall not be construed as preventing the occurrence of an Event of Default hereunder. Immediately upon the expiration of any period under this Section 11.03 during which no payment may be made on account of the Subordinated Debt, the Company may resume making any and all payments on account of the Subordinated Debt (including any payment of principal, interest (including interest at the applicable post-default interest rate specified in Section 2.04(b)) or any other amount missed during such period), so long as such payment is not then prohibited under any other provision of this Agreement. (d) The Company will not make any optional or mandatory prepayment or repurchase of the Notes as provided for under Section 3.01 and the Investors shall not accept any amount in respect of such prepayment or repurchase to the extent that such prepayment or repurchase is prohibited under the Senior Credit Agreement, unless the lenders under the Senior Credit Agreement shall have given their written consent thereto. (e) In the event that, notwithstanding the foregoing, the Investors shall have received any payment from any Guarantor shall be received prohibited by the Trustee or any Holder when foregoing provisions of this Section 11.03, then and in such payment is prohibited by Section 13.02(a), event such payment shall be held in trust for the benefit of, holders of the Senior Debt and shall be paid over or delivered to, forthwith to the agent for the holders of Guarantor the Senior Debt of such Guarantor (pro rata for application to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) remaining unpaid after giving effect to any concurrent payment or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid distribution to the holders of Guarantor Senior Debt in respect of such Guarantorthe Senior Debt. Nothing contained in No amount paid by the Company to the Investors and paid over by the Investors to the holders of the Senior Debt pursuant to this Article Thirteen shall limit XI shall, as between the right Company and the Investors, be deemed to be a payment by the Company to or on account of the Trustee or Subordinated Debt. (f) Notwithstanding anything herein to the Holders contrary, the Company may make any payment of Notes to take any action to accelerate the maturity interest "in kind" in respect of the Notes pursuant in accordance with Section 2.04(d). (g) The provisions of this Section 11.03 shall not apply to any payment with respect to which Section 6.02 or to pursue any rights or remedies hereunder11.02 would be applicable.

No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest on the Securities on or account of the purchase, redemption or other acquisition of Securities or constituting a sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (aother than Previous Payments), if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default redemption or repurchase obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind such a default that continues beyond the period of grace, if any, specified in the instrument or character lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to payment default, on any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default Designated Senior Debt occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereofTrustee receives a notice of the default (a "Payment Blockage Notice") from the Company, and if the Representative for the respective issue of a holder such Designated Senior Debt gives or a Default NoticeRepresentative of such Designated Senior Debt; provided, thenhowever, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted pursuant to Article Fourteen. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until all events of default at least 365 days shall have been cured or waived or have ceased to exist or elapsed since the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any initial effectiveness of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a immediately prior Payment Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysNotice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities and may purchase, redeem or otherwise acquire Securities and may make a second Blockage Period by sinking fund or defeasance payment to the Representative of such Designated Senior Debt whether Trustee or not within a period of 365 consecutive daysPaying Agent, unless such event of as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities, upon the earlier of: (1) the date upon which the default shall have been is cured or waived for or ceases to exist, or (2) in the case of a period of not less than 90 consecutive default referred to in clause (ii) above, 179 days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement Payment Blockage Notice is received, unless this Article Fifteen otherwise prohibits the payment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment at the time of such Blockage Period thatpayment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment (including, without limitation, in either casethe case of a default referred to in clause (ii) above, would give rise as a result of a payment default with respect to an event the applicable Senior Debt as a consequence of default pursuant to any provisions under which an event the acceleration of default previously existed the maturity thereof or was continuing shall constitute a new event of default for this purposeotherwise). (b) . In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCompany. The Trustee provisions of this Section shall not apply to any payment with respect to which Section 1502 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. Until the earlier of (ax) If the payment in full in cash of the Senior Secured Obligations or (y) to the extent permitted pursuant to the relevant Financing Documents, the legal defeasance of the Senior Secured Obligations in full in accordance with the express terms and conditions of the related Financing Documents, and without limitation to the rights of the Secured Parties under the terms of the Financing Documents: 3.1 upon any default occurs distribution or application of the assets of the Issuer in connection with any liquidation, dissolution or other proceeding for the winding up of the Issuer (whether partial or complete) or any proceeding for insolvency or bankruptcy (whether voluntary or involuntary) or any receivership, reorganization or other similar case or proceeding in connection therewith, or any assignment for the benefit of creditors or arrangement with creditors, whether or not pursuant to the insolvency, bankruptcy or similar laws of any jurisdiction, or the sale of all or substantially all of the assets of the Issuer or any other marshalling of assets and is continuing liabilities of the Issuer: 3.1.1 the Senior Secured Obligations shall first be irrevocably and indefeasibly paid in full to the Secured Parties before the Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Debt or any other interests in the Issuer arising from the Subordinated Debt whether in cash, securities or other assets; and 3.1.2 any payment when due, whether at maturity, upon any redemption, by declaration or otherwise, distribution of any principal of, interest on, unpaid drawings for letters assets of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment the Issuer of any kind or character (other than payments by a trust previously established in respect of the Subordinated Debt to which the Subordinated Lender would be entitled if the Subordinated Debt were not subordinated pursuant to Article Eight) the terms hereof shall be made by the trustee, liquidator or agent or other Person making such Guarantor with respect payment or distribution, directly to the Secured Parties until the Senior Secured Obligations are irrevocably and indefeasibly paid in full and in cash and the Subordinated Lender irrevocably authorizes and empowers the Collateral Agent, acting for and on behalf of the Secured Parties, to receive and collect on its behalf any Obligations on and all such Guarantor's Guarantee payments or distributions; 3.2 without limitation to acquire the foregoing, in the event any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, Distribution Conditions (as such event of default is defined in the instruments creating Depositary Agreement) are not satisfied, then no payment of principal, interest or evidencing such Designated Senior other amounts owing shall be made by the Issuer on or in respect of the Subordinated Debt, permitting and the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereofSubordinated Lender agrees that it will not ask, and if the Representative demand, xxx for, take or receive from or for the respective issue account of Designated Senior Debt gives the Issuer (whether directly or indirectly), by set-off or in any other manner, or retain payment (in whole or in part) of, the Subordinated Debt, or any security therefor, until payments are permitted to be made out of the Distribution Account in accordance with the provisions of the Depositary Agreement; 3.3 if, for any reason whatsoever and whether pursuant to a Default Noticebankruptcy, thenliquidation or similar proceeding or otherwise, unless and until all events of default have been cured or waived or have ceased to exist the Issuer shall make or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor Subordinated Lender shall (x) make receive any payment or distribution of any kind or character (character, whether in cash, securities or other than payments by a trust previously established pursuant to property, on account or in respect of the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire Subordinated Debt in contravention of any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be madeterms set forth herein, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Subordinated Lender shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that hold any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment from any Guarantor shall be received by the Trustee or any Holder when such payment is prohibited by Section 13.02(a), such payment shall be held or distribution in trust for the benefit of the Secured Parties, promptly notify the Collateral Agent of the receipt of such payment or distribution and promptly pay over or deliver such distribution or payment to the Collateral Agent, or to any other Person nominated by the Collateral Agent, to hold for the account of the Secured Parties. In the event of failure of the Subordinated Lender to make any such endorsement or assignment, the Collateral Agent is irrevocably authorized by the Subordinated Lender to make the same; provided, however, that nothing in this sentence shall be deemed to restrict any rights of the Secured Parties to enforce in any manner provided under applicable law the obligation of the Subordinated Lender to make any such endorsement or assignment; and 3.4 notwithstanding any provision to the contrary herein or in any other Financing Document, no payment or delivery shall be made to the Subordinated Lender in payment of, or in satisfaction for, any amount owed to it under the Subordinated Loan Agreement, of securities or other Senior Secured Obligations which are issued upon any merger, consolidation, sale, lease, transfer or other disposal by any Person succeeding to the Issuer or acquiring the Issuer's property and shall be paid over assets, unless such securities or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis Secured Obligations are pledged in favor of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled Secured Parties and subordinate and junior at least to rely on information regarding amounts then due the extent provided herein to the irrevocable and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor indefeasible payment in full in cash (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid extent permitted pursuant to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained relevant Financing Agreements, legal defeasance in this Article Thirteen shall limit full in accordance with the right express terms and conditions of the Trustee related Financing Documents) of all Senior Secured Obligations and to the payment of any stock or the Holders of Notes to take Senior Secured Obligations which are issued in exchange or substitution for any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereundersuch Senior Secured Obligations.

No Payment in Certain Circumstances. (a) If In the event that (i) the Company shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, any amount or obligation with respect to Senior Debt (a "Payment Default") which Payment Default shall not have been cured or waived, and each Purchaser that is either an original party hereto or that is an assignee thereof as to which the Senior Agent has received actual notice receives written notice of such Payment Default from the Company or any principal of, interest on, unpaid drawings for letters holder of credit issued in respect ofSenior Debt, or regularly accruing fees (ii) the Company shall fail to comply with respect tothe covenants contained in the Senior Credit Agreement, or any Guarantor event of default under the Senior Debt of any Guarantor, no payment of any kind or character Credit Agreement (other than payments by a trust previously established pursuant to Article EightPayment Default) shall occur and be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In additioncontinuing, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default which shall not have been cured or waived (a "Non-Payment Default"), and the Company and each Purchaser that is either an original party hereto or have ceased that is an assignee thereof as to exist which the Senior Agent has received actual notice receives written notice of such Non-Payment Default from the "Required Lenders" under and as defined in the Senior Credit Agreement (or the Trustee receives notice from Senior Agent acting on their behalf) (a "Blockage Notice"); then no payment on account of the Representative for Obligations shall be made by the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall Company (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contraryPayment Default, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, unless and only one until such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, have been paid in full in cash or be made, the basis for commencement of a second Blockage Period by the Representative of until such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Payment Default shall have been cured or waived for a period of not less than 90 consecutive days waived, or (it being acknowledged that any subsequent action or any breach y) in the case of any financial covenants for a period commencing after Non-Payment Default, from the earlier of the date on which the Company or the Purchasers receives such Blockage Notice until the earlier of commencement (1) 179 days after such date and (2) the date, if any, on which such Senior Debt to which such Non-Payment Default relates is paid in full in cash or such Non-Payment Default is waived by the holders of such Senior Debt or otherwise cured (a "Blockage Period thatPeriod"); provided, in either case, would give rise to an event of default pursuant that only one Blockage Notice with respect to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)Non-Payment Default may be given in any 360-day period. (b) In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received to a Purchaser prohibited by the Trustee or any Holder when foregoing provisions of this Section 6.3, then and in such payment is prohibited by Section 13.02(a), event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCompany. The Trustee provisions of this Section 6.3 shall be entitled not apply to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided any payment with respect to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to which Section 6.02 or to pursue any rights or remedies hereunder6.2 would apply.

No Payment in Certain Circumstances. Payment over of Proceeds ------------------------------------------------------------- upon Dissolution, Etc. ---------------------- No payment shall be made with respect to the principal of, or premium, if any, or interest (aincluding Liquidated Damages, if any) If on the Securities (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article XI or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article XIV), except payments and distributions made by the Trustee as permitted by Section 13.9, if: (i) a default in the payment of principal, premium, if any, or interest (including a default under any default repurchase or redemption obligation) or other amounts with respect to any Senior Indebtedness occurs and is continuing (or, in the payment when duecase of Senior Indebtedness for which there is a period of grace, whether at maturity, upon any redemption, by declaration or otherwise, in the event of any principal of, interest on, unpaid drawings for letters such a default that continues beyond the period of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In additiongrace, if any, specified in the instrument or lease evidencing such Senior Indebtedness) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the Debt that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereof, and if Trustee receives a notice of the default (a "Payment Blockage Notice") from a Representative for the respective issue or holder of Designated Senior Debt gives a Default Noticeor the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, then, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all events scheduled payments of default principal, premium, if any, and interest on the Securities that have come due have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysfull in cash. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a second Blockage Period by default referred to in clause (i) above, the Representative date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured or waived or ceases to exist or 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article XIII otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been cured made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or waived distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for a period application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. For purposes of this Article only, the words "cash, securities or other property" shall not less than 90 consecutive days (it being acknowledged that any subsequent action be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any breach other corporation provided for by a plan of any financial covenants reorganization or readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a period commencing after the date of commencement part of such Blockage Period thatconsolidation, merger, conveyance or transfer, comply with the conditions set forth in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) Article VII. In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or delivered tothe Trustee, in the holders of Guarantor Senior Debt case of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderHolder.

No Payment in Certain Circumstances. In the event that (ai) If the Traveler's Obligor shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, amount or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor obligation with respect to any Obligations on such Guarantor's Guarantee Senior Indebtedness under the Senior Credit Agreement (a "Payment Default") which Payment Default shall not have been cured or to acquire any of the Notes for cash waived, or property. In addition, if any other (ii) an event of default occurs and is continuing with respect to any Designated arising from a breach or violation of Section 5, Section 6.1 (E), Section 6.2 or Section 6.3 of the Senior DebtCredit Agreement, as such event in effect on the date of default is defined in the instruments creating or evidencing such Designated Senior Debtexecution thereof shall occur and be continuing, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default which shall not have been cured or waived or have ceased to exist or (a "Non-Payment Default"), and the Trustee receives Borrower and the Lender receive written notice of such Non-Payment Default from the Representative for Senior Creditor (a "Non-Payment Blockage Notice"), then no payment on account of the respective issue of Designated Senior Debt terminating Subordinated Obligations shall be made by the Blockage Period, during Blockage Period no Borrower or any Guarantor shall (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysPayment Default, unless and until such event of default Senior Indebtedness shall have been paid in full or until such Payment Default shall have been cured or waived for a period of not less than 90 consecutive days waived, or (it being acknowledged that any subsequent action or any breach y) in the case of any financial covenants for a period commencing after Non-Payment Default, from the earlier of the date on which the Borrower and the Lender receive such Non-Payment Blockage Notice until the earlier of commencement of (1) 120 days after such date and (2) the date, if any, on which the Senior Indebtedness under the Senior Credit Agreement is paid in full or such Non-Payment Default is waived by the Senior Creditor or otherwise cured (a "Blockage Period that, Period"); provided that only one Non-Payment Blockage Notice may be given in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) 360-day period. In the event that, notwithstanding the foregoing, any payment from the Borrower or any Guarantor shall be received make any payment to the Lender prohibited by the Trustee or any Holder when foregoing provisions of this Section 9.3, then and in such payment is prohibited by Section 13.02(a), event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCreditor. The Trustee provisions of this Section 9.3 shall not apply to any payment with respect to which Section 9.2 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. 12.3.1. The Noteholders agree that until all Senior Indebtedness shall be indefeasibly paid in full in cash and all commitments of the Senior Lenders and Letters of Credit under the Credit Agreement shall have been terminated or expired, the holders of the Note Obligations shall not accept or receive any payments of principal in respect of the Notes or Default Interest in respect of the Notes or any payments in respect of the Warrants, except for (a) If any default occurs and is continuing voluntary prepayments of principal under Section 3.3 made by the Company to the extent permitted or allowed under the Credit Agreement, (b) mandatory prepayments of principal under Section 3.4 in the event of a Change in Control, (c) scheduled payments under Section 3.8 and (d) payment on the Maturity Date of the principal of and all accrued interest (including Default Interest) on the Notes and all other Note Obligations; provided, however, that the Noteholders may not accept or receive payments of any Note Obligations, including without limitation the amounts identified in clauses (a) through (d) above, when such payments are prohibited by the provisions of Section 12.1A, 12.2 or 12.3.2. 12.3.2. In the event that (i) the Company shall fail to pay when due, whether at maturity, upon any redemption, by declaration acceleration or otherwise, of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character Indebtedness (other than payments by a trust previously established pursuant to Article Eight“Payment Default”) which Payment Default shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default not have been cured or waived or (ii) an Event of Default (as defined in the Credit Agreement) other than a Payment Default shall have ceased to exist occurred, which Event of Default shall not have been cured or waived (a “Non-Payment Default”), and, in the Trustee receives case of a Non-Payment Default, each of the Company and the Noteholders shall have received written notice of such Non-Payment Default from the Representative for Administrative Agent (a “Blockage Notice”), then no payment shall be made by the respective issue Company or any Member of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall Consolidated Group on account of the Note Obligations (x) make any payment in the case of any kind Payment Default, from and after the date of such Payment Default until the date on which the Senior Indebtedness shall have been indefeasibly paid in full in cash and all commitments of the Senior Lenders and Letters of Credit under the Credit Agreement shall have been terminated or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees expired or such Payment Default shall have been cured or waived, or (y) acquire in the case of any of the Notes for cash or property. Notwithstanding anything herein to the contraryNon-Payment Default, in no event will a Blockage Period extend beyond 180 days from the date the Noteholders shall have received such Blockage Notice until the earlier of (1) 180 days after such date, and (2) the date, if any, on which the Senior Indebtedness is indefeasibly paid in full in cash and all commitments of the commencement Senior Lenders and Letters of Credit under the Credit Agreement shall have been terminated or expired or such Non-Payment Default is waived by the required percentage of holders of such Senior Indebtedness under the Credit Agreement or otherwise cured (a “Blockage Period”); and, and only one upon the termination of such Blockage Period may be commenced within (but subject to the existence of one or more other Blockage Periods), any 365 consecutive days. No event of default amounts which existed have become due and payable under the Notes or was continuing on the date of the commencement of any Blockage Period under this Agreement with respect to the Designated Senior Debt shall be, Note Obligations before or be made, the basis for commencement of a second during such Blockage Period by (including, if applicable, any Applicable Premium and interest at a default rate from and after the Representative date on which any payment of principal or interest would have been payable if not for operation of this Section 12) shall be immediately due and payable (subject to the provisions of this Section 12, including without limitation Section 12.3.1); provided, that (A) only two Blockage Notices with respect to Non-Payment Defaults may be given in any period of 365 consecutive days (provided, further, that the aggregate duration of the Blockage Periods associated with such Designated Senior Debt whether or Blockage Notice for Non-Payment Defaults shall not within a exceed 180 days in any period of 365 consecutive days), and (B) no Non-Payment Default that previously served as the basis for a Blockage Notice or that was in existence during a prior Blockage Period may serve as the basis for a Blockage Notice unless such event of default shall have been Non-Payment Default was subsequently cured or waived for a period of not less than 90 at least 60 consecutive days (it being acknowledged that any subsequent action action, or any breach of any financial covenants covenant for a period commencing after subsequent to the date of commencement of period giving rise to such prior Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In 12.3.3. If, prior to all Senior Indebtedness being indefeasibly paid in full in cash and all commitments of the event that, notwithstanding Senior Lenders and Letters of Credit under the foregoingSenior Credit Agreement having been terminated or expired, any payment from any Guarantor shall be received by the Trustee holder of Note Obligations receives in contravention of this Section 12 or any Holder when other provision of this Agreement relating to the rights of the Senior Lenders any payment or distribution of any character, whether in cash, securities or property, by set-off or otherwise, such holder of Note Obligations shall hold such payment is prohibited by Section 13.02(a), such payment shall be held or distribution or security in trust for the benefit of, and it shall be paid over or delivered and transferred to, the holders Administrative Agent, without recourse or any representation or warranty of Guarantor Senior Debt of such Guarantor any kind and in the form so received (pro rata to such holders on together with any necessary endorsements or assignments), for the basis benefit of the respective amount of Guarantor Senior Debt of such Guarantor held Lenders to pay the Senior Indebtedness to the extent not indefeasibly paid in full in cash. Whenever a distribution is to be made to the Senior Lenders by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) orthe Note Obligations hereunder, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided distribution shall be made to the Trustee Administrative Agent on behalf of the Senior Lenders. 12.3.4. The provisions of this Section 12.3 shall not apply to any payment that is allowed to be paid made to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes Note Obligations pursuant to the parenthetical in Section 6.02 or to pursue any rights or remedies hereunder12.2.1.

No Payment in Certain Circumstances. Until the Termination Date, and without limitation to the rights of the Secured Parties under the terms of the Financing Documents: 3.1 upon any distribution or application of the assets of the Borrower in connection with any liquidation, dissolution or other proceeding for the winding up of the Borrower (awhether partial or complete) If or any default occurs proceeding for insolvency or bankruptcy (whether voluntary or involuntary) or any receivership, reorganization or other similar case or proceeding in connection therewith, or any assignment for the benefit of creditors or arrangement with creditors, whether or not pursuant to the insolvency, bankruptcy or similar laws of any jurisdiction, or the sale of all or substantially all of the assets of the Borrower or any other marshalling of assets and is continuing liabilities of the Borrower: 3.1.1 the Obligations shall first be irrevocably and indefeasibly paid in full to the Secured Parties before any of the Subordinated Lenders shall be entitled to receive any payment on account of the Subordinated Indebtedness or any other interests in the Borrower arising from the Subordinated Indebtedness whether in cash, securities or other assets; and 3.1.2 any payment when due, whether at maturity, upon any redemption, by declaration or otherwise, distribution of any principal of, interest on, unpaid drawings for letters assets of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment the Borrower of any kind or character (other than payments by a trust previously established in respect of the Subordinated Indebtedness to which any of the Subordinated Lenders would be entitled if the Subordinated Indebtedness were not subordinated pursuant to Article Eight) the terms hereof shall be made by the trustee, liquidator or agent or other Person making such Guarantor with respect payment or distribution, directly to the Secured Parties until the Obligations are irrevocably and indefeasibly paid in full and each of the Subordinated Lenders irrevocably authorizes and empowers the Collateral Agent, acting for and on behalf of the Secured Parties, to receive and collect on its behalf any Obligations on and all such Guarantor's Guarantee payments or distributions; 3.2 without limitation to acquire the foregoing, in the event any of the Notes Distribution Release Conditions are not satisfied, then no payment of principal, interest or other amounts owing shall be made by the Borrower on or in respect of the Subordinated Indebtedness, and each Subordinated Lender agrees that it will not ask, demand, xxx for, take or receive from or for cash the account of the Borrower (whether directly or property. In additionindirectly), if by set-off or in any other event manner, or retain payment (in whole or in part) of, the Subordinated Indebtedness, or any security therefor, until payments are permitted to be made out of default occurs the Distribution Account in accordance with the provisions of the Account Agreement; 3.3 if, for any reason whatsoever and is continuing with respect whether pursuant to a bankruptcy, liquidation or similar proceeding or otherwise, the Borrower shall make or any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor Subordinated Lenders shall (x) make receive any payment or distribution of any kind or character (character, whether in cash, securities or other than payments by a trust previously established pursuant to property, on account or in respect of the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire Subordinated Indebtedness in contravention of any of the Notes for cash or property. Notwithstanding anything herein to the contraryterms set forth herein, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within Subordinated Lender shall hold any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) In the event that, notwithstanding the foregoing, any payment from any Guarantor shall be received by the Trustee or any Holder when such payment is prohibited by Section 13.02(a), such payment shall be held or distribution in trust for the benefit ofof the Secured Parties, promptly notify the Collateral Agent of the receipt of such payment or distribution and promptly pay over or deliver such distribution or payment to the Collateral Agent or to any other Person nominated by the Collateral Agent, to hold for the account of the Secured Parties. In the event of failure of any Subordinated Lender to make any such endorsement or assignment, the Collateral Agent is irrevocably authorized by the Subordinated Lenders to make the same; provided, however, that nothing in this sentence shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata deemed to such holders on the basis restrict any rights of the respective amount Secured Parties to enforce in any manner provided under applicable Law the obligation of Guarantor Senior Debt of a Subordinated Lender to make any such Guarantor held by such holders) endorsement or their respective Representativesassignment; and 3.4 notwithstanding any provision to the contrary herein or in any other Financing Document, as their respective interests may appear. The Trustee no payment or delivery shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided made to the Trustee shall be paid Subordinated Lenders of securities or other Obligations which are issued upon any merger, consolidation, sale, lease, transfer or other disposal by any Person succeeding to the holders of Guarantor Senior Debt of Borrower or acquiring the Borrower’s property and assets, unless such Guarantor. Nothing contained securities or Obligations are pledged in this Article Thirteen shall limit the right favor of the Trustee Secured Parties and subordinate and junior at least to the extent provided herein to the irrevocable and indefeasible payment in full in cash of all Obligations and to the payment of any stock or the Holders of Notes to take Obligations which are issued in exchange or substitution for any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereundersuch Obligations.

No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest on the Securities on or account of the purchase, redemption or other acquisition of Securities or constituting a sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (aother than Previous Payments), if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default redemption or repurchase obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind or character (other than payments by such a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any default that continues beyond the period of the Notes for cash or property. In additiongrace, if any other event of default occurs and is continuing with respect to any Designated any, specified in the instrument or lease evidencing such Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, ) unless and until all events of default have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default shall have been cured or waived for or shall have ceased to exist; or (ii) a period default, other than a payment default, on any Designated Senior Debt occurs and is continuing that then permits holders of not less than 90 consecutive days such Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (it being acknowledged a "Payment Blockage Notice") from the Company, a holder such Designated Senior Debt or a Representative of such Designated Senior Debt. ; provided, however, that any subsequent action or any breach nothing in this Section shall prevent the satisfaction of any financial covenants for sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted pursuant to Article Fourteen. The Company may and shall resume payments on and distributions in respect of the Securities and may purchase, redeem or otherwise acquire Securities and may make a period commencing sinking fund or defeasance payment to the Trustee or Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities, upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, 179 days pass after the date of commencement Payment Blockage Notice is received, unless this Article Fifteen otherwise prohibits the payment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment at the time of such Blockage Period thatpayment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment (including, without limitation, in either casethe case of a default referred to in clause (ii) above, would give rise as a result of a payment default with respect to an event the applicable Senior Debt as a consequence of default pursuant to any provisions under which an event the acceleration of default previously existed the maturity thereof or was continuing shall constitute a new event of default for this purposeotherwise). (b) . In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCompany. The Trustee provisions of this Section shall not apply to any payment with respect to which Section 1502 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. 11.3.1. In the event that (ai) If any default occurs and is continuing in Holdings or the payment Company shall fail to pay when due, whether at maturity, upon any redemption, by declaration acceleration or otherwise, of any principal of, or interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor Obligation with respect to Senior Indebtedness or, with respect to the Holdings Notes, if Holdings shall fail to pay when due, upon acceleration or otherwise, any Obligations on such Guarantor's Guarantee principal or interest with respect to acquire the Company Notes (a "PAYMENT DEFAULT") which Payment Default shall not have been cured or waived, or (ii) Holdings or the Company shall fail to comply with any of the Notes for cash other covenants contained in any Senior Loan Document (or, following the payment of all Senior Indebtedness and the termination of all commitments to lend thereunder, in this Agreement or property. In additionthe Company Notes), if any other event of which default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default shall not have been cured or waived or have ceased to exist (a "COVENANT DEFAULT"), and Holdings or the Trustee receives Company receive written notice of such Covenant Default from the Representative for Applicable Agent (or, following the respective issue payment of Designated all Senior Debt terminating Indebtedness and the Blockage Periodtermination of any commitments to lend thereunder, during Blockage Period from the holders of a majority in principal amount of the Company Notes) (a "BLOCKAGE NOTICE"), then no Guarantor payment shall be made by, or on behalf of, Holdings or the Company on account of any Note Obligations (or, following the payment of all Senior Indebtedness and the termination of all commitments to lend thereunder, on account of any Holdings Note Obligations) (x) make any payment in the case of any kind Payment Default, unless and until such Senior Indebtedness (or, in the case of payments on the Holdings Notes, the Company Notes) shall have been paid in full in cash or character until such Payment Default shall have been cured or waived, or (other than payments by a trust previously established pursuant to y) in the provisions described under Article Eightcase of any such Covenant Default, from the date Holdings and the Company shall have received such Blockage Notice until the earlier of (1) (x) with respect to any Obligations payments due on the Guarantees or Company Notes, 270 days after such date, and (y) acquire any of with respect to payments due on the Notes for Holdings Notes, 365 days after such date and (2) the date, if any, on which the Senior Indebtedness to which such Covenant Default relates is paid in full in cash or property. Notwithstanding anything herein to such Covenant Default is waived by the contraryrequired percentage of holders of such Senior Indebtedness or otherwise cured or the Applicable Agent which delivered the Blockage Notice withdraws the same (each such period, in no event will a Blockage Period extend beyond 180 days from "BLOCKAGE PERIOD"); and, upon the date termination of the commencement of the such Blockage Period, any amounts which have become due and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed payable under the Notes or was continuing on the date of the commencement of any Blockage Period under this Agreement with respect to the Designated Senior Debt Note Obligations before or during such Blockage Period (including, if applicable, interest at a default rate from and after the date on which any payment of principal or interest would have been payable if not for operation of this Section 11) shall bebe immediately due and payable (subject to the provisions of this Section 11); PROVIDED, or that (A) only one Blockage Notice may be madegiven in any 360-day period, and (B) no Covenant Default that previously served as the basis for commencement a Blockage Notice or that was in existence as of a second Blockage Period by the Representative date of delivery of such Designated Senior Debt whether or not within prior Blockage Notice may serve as the basis for a period of 365 consecutive days, Blockage Notice unless such event of default shall have been Covenant Default was subsequently cured or waived for a period of not less than at least 90 consecutive days (it being acknowledged that any subsequent action action, or any breach of any financial covenants for a period commencing after the date of commencement of such Blockage Period that, in either case, would give rise to an any event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) 11.3.2. In the event that, notwithstanding the foregoing, that any payment from any Guarantor shall be received by the Trustee or any Holder when such payment Noteholder which is prohibited by the foregoing provisions of this Section 13.02(a)11.3, then and in such event such payment shall be held in trust by such Noteholder for the benefit ofof the holders of Senior Indebtedness, and shall forthwith be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor Applicable Agent (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representativesfollowing the payment of all Senior Indebtedness and the termination of all commitments to lend thereunder, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor the Company Notes) for application to the Senior Debt Indebtedness (or, following the payment of such Guarantorall Senior Indebtedness and the termination of all commitments to lend thereunder, to the Company Note Obligations). Nothing contained in The provisions of this Article Thirteen Section 11.3 shall limit the right of the Trustee or the Holders of Notes not apply to take any action payment with respect to accelerate the maturity of the Notes pursuant to which Section 6.02 or to pursue any rights or remedies hereunder11.2 would be applicable.

No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest on the Securities or on account of the purchase, redemption or other acquisition of Securities or constituting any sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (aother than Previous Payments), if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default redemption or repurchase obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind such a default that continues beyond the period of grace, if any, specified in the instrument or character lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to payment default, on any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default Designated Senior Debt occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereofTrustee receives a notice of the default (a "Payment Blockage Notice") from the Company, and if the Representative for the respective issue a holder of such Designated Senior Debt gives or a Default NoticeRepresentative of such Designated Senior Debt; provided, thenhowever, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted pursuant to Article Fourteen. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until all events of default at least 365 days shall have been cured or waived or have ceased to exist or elapsed since the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any initial effectiveness of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a immediately prior Payment Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysNotice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities and may purchase, redeem or otherwise acquire Securities and may make a second Blockage Period by sinking find or defeasance payment to the Representative of such Designated Senior Debt whether Trustee or not within a period of 365 consecutive daysPaying Agent, unless such event of as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities, upon the earlier of: (1) the date upon which the default shall have been is cured or waived for or ceases to exist, or (2) in the case of a period of not less than 90 consecutive default referred to in clause (ii) above, 179 days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement Payment Blockage Notice is received, unless this Article Fifteen otherwise prohibits the payment distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment at the time of such Blockage Period thatpayment, distribution, purchase, redemption, acquisition, sinking fund payment or defeasance payment (including, without limitation, in either casethe case of a default referred to in clause (ii) above, would give rise as a result of a payment default with respect to an event the applicable Senior Debt as a consequence of default pursuant to any provisions under which an event the acceleration of default previously existed the maturity thereof or was continuing shall constitute a new event of default for this purposeotherwise). (b) . In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCompany. The Trustee provisions of this Section shall not apply to any payment with respect to which Section 1502 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. (a) If In the event any default occurs Senior Debt Payment Default shall have occurred and is continuing in be continuing, then no payment by the payment when due, whether at maturity, upon any redemption, by declaration Borrowers of or otherwise, on account of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Subordinated Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eightpayment of interest in kind) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events such Senior Debt payment shall have been made or such Senior Debt Payment Default is waived in accordance with the terms of default the Senior Debt Documents. (b) In the event any Senior Debt Non-Payment Default shall have occurred and be continuing, and the Borrowers and the Lenders shall each have received written notice of such Senior Debt Non-Payment Default from the Senior Debt Agent (a “Blockage Notice”), then no payment (other than a payment of interest in kind) of or on account of any Senior Subordinated Debt shall be made by the Borrower, or accepted by any Lender, during the period commencing on the date the Borrowers and the Lenders shall each have received such Blockage Notice and ending on the earlier of (i) the date 120 days thereafter and (ii) the date on which such Senior Debt Non-Payment Default has been cured or waived or have ceased to exist or in accordance with the Trustee receives notice from terms of the Representative for the respective issue of Designated Senior Debt terminating Documents; provided, that: (A) no more than four (4) Blockage Notices may be given so long as this Article IX is in effect, and (B) in any 360 consecutive day period, irrespective of the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment number of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) defaults with respect to any Obligations on Senior Debt during such period, (1) no more than one (1) Blockage Notice may be given, (2) Blockage Notices may be in effect for no more than 120 days in the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Periodaggregate, and only one such Blockage Period may be commenced within any 365 consecutive days. No (3) no Senior Debt Non-Payment Default (or event which, with the giving of default notice and/or lapse of time, would become a Senior Debt Non-Payment Default) which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or such blockage period may be made, used as the basis for commencement of a second any subsequent Blockage Period by the Representative of Notice unless such Designated Senior Debt whether Non-Payment Default or not within a period of 365 consecutive daysevent, unless such event of default as the case may be, shall in the interim have been cured or waived for a period of not less than 90 ninety (90) consecutive days days. (it being acknowledged that c) The failure of the Borrowers to make any subsequent action payment with respect to the Senior Subordinated Debt by reason of the operation of this Section 9.03 shall not be construed as preventing the occurrence of a Default hereunder. Immediately upon the expiration of any period under this Section 9.03 during which no payment may be made on account of the Senior Subordinated Debt, the Borrowers may resume making any and all payments on account of the Senior Subordinated Debt (including any payment of principal, interest or any breach of any financial covenants for a period commencing after the date of commencement of other amount missed during such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purposeperiod). (bd) In the event that, notwithstanding the foregoing, the Lenders shall have received any payment from any Guarantor shall be received prohibited by the Trustee or any Holder when foregoing provisions of this Section 9.03, then and in such payment is prohibited by Section 13.02(a), event such payment shall be held in trust for the benefit of, holders of the Senior Debt and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor Agent for application (pro rata in accordance with the Senior Debt Documents) to such holders on the basis Senior Debt until Payment in Full of the respective amount Senior Debt. (e) The provisions of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee this Section 9.03 shall not apply to any payment with respect to which Section 9.02 hereof would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. The Company may not make any payment of principal of, or premium, if any, or interest on the Securities or on account of the purchase, redemption or other acquisition of Securities or constituting any sinking fund or defeasance payment by the Company to the Trustee or the Paying Agent, as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities (aother than Previous Payments), if: (i) If a default in the payment of principal, premium, if any, or interest (including a default under any default redemption or repurchase obligation) or other amounts with respect to any Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind such a default that continues beyond the period of grace, if any, specified in the instrument or character lease evidencing such Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to payment default, on any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In addition, if any other event of default Designated Senior Debt occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereofTrustee receives a notice of the default (a "Payment Blockage Notice") from the Company, and if the Representative for the respective issue a holder of such Designated Senior Debt gives or a Default NoticeRepresentative of such Designated Senior Debt; provided, thenhowever, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration or which have been converted pursuant to Article Fourteen. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until all events of default at least 365 days shall have been cured or waived or have ceased to exist or elapsed since the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any initial effectiveness of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a immediately prior Payment Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysNotice. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities and may purchase, redeem or otherwise acquire Securities and may make a second Blockage Period by sinking find or defeasance payment to the Representative of such Designated Senior Debt whether Trustee or not within a period of 365 consecutive daysPaying Agent, unless such event of as the case may be, in accordance with Article Twelve or Article Thirteen, respectively, on the Securities, upon the earlier of: (1) the date upon which the default shall have been is cured or waived for or ceases to exist, or (2) in the case of a period of not less than 90 consecutive default referred to in clause (ii) above, 179 days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after the date of commencement Payment Blockage Notice is received, unless this Article Fifteen otherwise prohibits the payment or distribution at the time of such Blockage Period thatpayment or distribution (including, without limitation, in either casethe case of a default referred to in clause (ii) above, would give rise as a result of a payment default with respect to an event the applicable Senior Debt as a consequence of default pursuant to any provisions under which an event the acceleration of default previously existed the maturity thereof or was continuing shall constitute a new event of default for this purposeotherwise). (b) . In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over or and delivered to, forthwith to the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appearCompany. The Trustee provisions of this Section shall not apply to any payment with respect to which Section 1502 would be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderapplicable.

No Payment in Certain Circumstances. Payment over of Proceeds upon ------------------------------------------------------------------ Dissolution, Etc. ---------------- No payment shall be made with respect to the principal of, or premium, if any, or interest (aincluding Liquidated Damages, if any) If on the Securities (including, but not limited to, the Redemption Price with respect to the Securities to be called for redemption in accordance with Article XI or the Repurchase Price with respect to Securities submitted for repurchase in accordance with Article XIV), except payments and distributions made by the Trustee as permitted by Section 13.9, if: (i) a default in the payment of principal, premium, if any, or interest (including a default under any default repurchase or redemption obligation) or other amounts with respect to any Designated Senior Debt occurs and is continuing (or, in the payment when due, whether at maturity, upon any redemption, by declaration or otherwise, case of any principal of, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Designated Senior Debt for which there is a period of any Guarantorgrace, no payment in the event of any kind or character (other than payments by such a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any default that continues beyond the period of the Notes for cash or property. In additiongrace, if any, specified in the instrument or lease evidencing such Designated Senior Debt) unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the Debt that then permits holders of such Designated Senior Debt then outstanding to accelerate its maturity and the maturity thereof, and if Trustee has received a notice of the default (a "Payment Blockage Notice") from a Representative for the respective issue or holder of Designated Senior Debt gives a Default Noticeor the Company. If the Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, then, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all events scheduled payments of default principal, premium, if any, and interest on the Securities that have come due have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysfull in cash. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Securities upon the earlier of: (1) in the case of a second Blockage Period by default referred to in clause (i) above, the Representative date upon which the default is cured or waived or ceases to exist, or (2) in the case of a default referred to in clause (ii) above, the date upon which the default is cured or waived or ceases to exist or 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated, unless this Article XIII otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Debt shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Debt in cash before the Holders of the Securities are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Securities or on account of the purchase, redemption or other acquisition of Securities, and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event. In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, before all Senior Debt is paid in full, and if such fact shall, at or prior to the time of such payment or distribution, have been cured made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or waived distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for a period application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. For purposes of this Article only, the words "cash, securities or other property" shall not less than 90 consecutive days (it being acknowledged that any subsequent action be deemed to include shares of capital stock of the Company as reorganized or readjusted, or securities of the Company or any breach other corporation provided for by a plan of any financial covenants reorganization or readjustment, which shares of stock or securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article VII shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a period commencing after the date of commencement part of such Blockage Period thatconsolidation, merger, conveyance or transfer, comply with the conditions set forth in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (b) Article VII. In the event that, notwithstanding the foregoing, the Company shall make any payment from any Guarantor shall be received by to the Trustee or the Holder of any Holder when such payment is Security prohibited by Section 13.02(a)the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be held in trust for the benefit of, and shall be paid over and delivered forthwith to the Company, in the case of the Trustee, or delivered tothe Trustee, in the holders of Guarantor Senior Debt case of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunderHolder.

No Payment in Certain Circumstances. (a) If In the event that the Issuer or any default occurs and is continuing in the payment other Credit Party shall fail to pay when due, whether at maturity, upon any redemption, by declaration acceleration or otherwise, of any principal ofprincipal, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect toto Senior Indebtedness, which payment default shall not have been cured or waived, or any Guarantor other "Event of Default" (as defined in the Senior Debt of any GuarantorCredit Agreement) shall not have been cured or waived, then no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to the Issuer, or accepted by any Obligations Noteholder, on such Guarantor's Guarantee or to acquire any account of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, as such event of default is defined in the instruments creating or evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, Subordinated Obligations unless and until all events of default Senior Indebtedness shall have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrarypaid in Cash, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall befull, or be made, the basis provision shall have been made for commencement such payment or until such "Event of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive days, unless such event of default Default" shall have been cured or waived for a period waived; PROVIDED that the foregoing shall not prevent the capitalization of not less than 90 consecutive days (it being acknowledged that any subsequent action or any breach of any financial covenants for a period commencing after accrued interest payable on the date of commencement of such Blockage Period thatSubordinated Notes, in either case, would give rise to an event of default pursuant to any provisions under which an event section 1 thereof, or the conversion of default previously existed or was continuing shall constitute a new event of default for this purpose)said Subordinated Notes in accordance with section 3 thereof. (b) In Without limiting the event thatforegoing clause (a), notwithstanding prior to the foregoingpayment in full of all Senior Indebtedness and the termination of all commitments to lend under the Senior Credit Agreement, absent the prior written consent of the Agent, Issuer shall not make, and no Noteholder shall accept, any payment from on or with respect to any Guarantor shall Subordinated Note, including, without limitation, any payment with respect to interest on the Subordinated Notes or any optional or mandatory prepayment or redemption payment, except that the Issuer may make, and the Noteholders may accept, (i) payments pursuant to section 3.1(f) of the Subordinated Notes which (x) do not exceed $1,000 in the aggregate for all such payments, and (y) are not made during the pendency of any "Event of Default" under the Senior Credit Agreement and (ii) payments of cash interest in respect of the Subordinated Notes on each June 30 and December 31, pursuant to the terms of the Subordinated Notes as they exist on the date hereof, so long as (A) no "Event of Default" under the Senior Credit Agreement is in existence at the time of each payment or would be received caused by the Trustee or any Holder when making of such payment and (B) after making such payment, "Availability" under the Senior Credit Agreement is prohibited by Section 13.02(a), such payment equal to or greater than $3,000,000; PROVIDED that the foregoing shall be held in trust for not prevent the benefit of, and shall be paid over or delivered to, the holders capitalization of Guarantor Senior Debt of such Guarantor (pro rata to such holders accrued interest payable on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders of Notes to take any action to accelerate the maturity of the Subordinated Notes pursuant to Section 6.02 section 1 thereof, or to pursue any rights or remedies hereunderthe conversion of said Subordinated Notes in accordance with section 3 thereof.

No Payment in Certain Circumstances. (a) If In the event that (i) the Company shall fail to pay when due (after giving effect to any default occurs and is continuing in the payment when due, whether at maturityapplicable grace periods), upon any redemption, by declaration acceleration or otherwise, of any principal ofprincipal, interest on, unpaid drawings for letters of credit issued in respect of, or regularly accruing fees with respect to, or any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor amounts with respect to any Senior Indebtedness or pursuant to the Obligations on such Guarantor's Guarantee or to acquire any Senior Debt Documents (a "PAYMENT DEFAULT") which Payment Default shall not have been cured or waived, or (ii) an "Event of the Notes for cash or property. In addition, if any other event of default occurs and is continuing with respect to any Designated Senior Debt, Default" (as such event of default is defined in the instruments creating or evidencing such Designated Senior DebtCredit Agreement) shall have occurred, permitting the holders which Event of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, unless and until all events of default shall not have been cured or waived or have ceased to exist or (such Event of Default, excluding a Payment Default, a "NON-PAYMENT DEFAULT"), and the Trustee receives Company and the Registered Holders receive written notice of such Non-Payment Default from the Representative for Agent (a "BLOCKAGE NOTICE"), then no payment shall be made by the respective issue Company or any Subsidiary or Guarantor on account of Designated Senior Debt terminating the Blockage Period, during Blockage Period no Guarantor shall Subordinated Obligations (x) make any payment in the case of any kind or character (other than payments by a trust previously established pursuant to the provisions described under Article Eight) with respect to any Obligations on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 365 consecutive daysPayment Default, unless and until such event of default Senior Indebtedness shall have been indefeasibly paid in cash in full or until such Payment Default shall have been cured or waived, or (y) in the case of any Non-Payment Default, from the date the Company and the Registered Holders shall have received such Blockage Notice until the earlier of (1) 179 days after such date and (2) the date, if any, on which the Senior Indebtedness is discharged or indefeasibly paid in cash in full or such Non-Payment Default is waived by Agent or otherwise cured (a "BLOCKAGE PERIOD"); provided, that (A) no Blockage Period shall continue in effect during any period of 365 consecutive days for a period of not less which, together with all other Blockage Periods in effect during such 365 consecutive-day period, would aggregate more than 90 consecutive days 179 days, and (it being acknowledged B) no Non-Payment Default that any subsequent action or any breach of any financial covenants previously served as the basis for a period commencing after Blockage Notice or that was in existence at the date of commencement time of such Blockage Period that, in either case, would give rise to an event of default pursuant to Notice may serve as the basis for any provisions under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose)other Blockage Notice. (b) In the event that, notwithstanding the foregoing, that any Registered Holder shall receive any payment from or distribution of any Guarantor shall be received by the Trustee kind or any Holder when character, whether in cash, property or securities (other than Junior Securities) in contravention of this paragraph 6P, then and in such event such payment is prohibited by Section 13.02(a), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or and delivered forthwith to, the holders Agent for the benefit of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in Indebtedness. In the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right event of the Trustee failure of any Registered Holder to endorse or the Holders of Notes to take assign any action to accelerate the maturity such payment or distribution, any holder of the Notes pursuant Senior Indebtedness or such holder's representative is hereby irrevocably authorized to Section 6.02 endorse or to pursue any rights or remedies hereunderassign the same.

No Payment in Certain Circumstances. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. No payment shall be made with respect to the principal of, or premium, if any, or interest (aincluding Liquidated Damages, if any) If on the Notes or any shares of Common Stock issued on conversion (including, but not limited to, the Repurchase Price with respect to Notes submitted for repurchase in accordance with Article XIII), except payments and distributions made by the Trustee as permitted by Section 13.9, if: (i) a default in the payment of principal, premium, if any, or interest (including a default under any repurchase obligation) or other amounts with respect to any Senior Indebtedness occurs and is continuing (or, in the payment when duecase of Senior Indebtedness for which there is a period of grace, whether at maturity, upon any redemption, by declaration or otherwise, in the event of any principal of, interest on, unpaid drawings for letters such a default that continues beyond the period of credit issued in respect of, or regularly accruing fees with respect to, any Guarantor Senior Debt of any Guarantor, no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight) shall be made by such Guarantor with respect to any Obligations on such Guarantor's Guarantee or to acquire any of the Notes for cash or property. In additiongrace, if any other event of default occurs and is continuing with respect to any Designated Senior Debtany, as such event of default is defined specified in the instruments creating instrument or lease evidencing such Designated Senior Debt, permitting the holders of such Designated Senior Debt then outstanding to accelerate the maturity thereof, and if the Representative for the respective issue of Designated Senior Debt gives a Default Notice, then, Indebtedness) unless and until all events of such default shall have been cured or waived or shall have ceased to exist or exist; or (ii) a default, other than a payment default, on any Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of the default (a "Payment Blockage Notice") from the a Representative for the respective issue of Designated Senior Debt terminating Indebtedness or the Company. If the Trustee receives any Payment Blockage Period, during Blockage Period no Guarantor shall (x) make any payment of any kind or character (other than payments by a trust previously established Notice pursuant to clause (ii) above, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the provisions described under Article Eightinitial effectiveness of the immediately prior Payment Blockage Notice, and (B) with respect to any Obligations all scheduled payments of principal, premium, if any, and interest on the Guarantees or (y) acquire any of the Notes for cash or property. Notwithstanding anything herein to the contrary, that have come due have been paid in no event will a Blockage Period extend beyond 180 days from the date of the commencement of the Blockage Period, and only one such Blockage Period may be commenced within any 365 consecutive daysfull in cash. No event of nonpayment default which that existed or was continuing on the date of the commencement delivery of any Payment Blockage Period with respect Notice to the Designated Senior Debt Trustee shall be, or be made, the basis for commencement a subsequent Payment Blockage Notice. The Company may and shall resume payments on and distributions in respect of the Notes upon the earlier of: (1) the date upon which the default is cured or waived or ceases to exist, or (2) in the case of a second Blockage Period by default referred to in clause (ii) above, 179 days pass after notice is received if the Representative maturity of such Designated Senior Debt Indebtedness has not been accelerated, unless this Article XII otherwise prohibits the payment or distribution at the time of such payment or distribution. In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not within a period involving insolvency or bankruptcy, or (c) any assignment for the benefit of 365 consecutive dayscreditors or any other marshaling of assets and liabilities of the Company, unless then and in any such event the holders of default Senior Indebtedness shall have been cured be entitled to receive payment in full of all amounts due or waived to become due on or in respect of all Senior Indebtedness in cash before the Holders of the Notes are entitled to receive any payment on account of principal of (or premium, if any) or interest (including any Liquidated Damages) on the Notes or on account of the purchase or other acquisition of Notes, and to that end the holders of Senior Indebtedness shall be entitled to receive, for a period of not less than 90 consecutive days (it being acknowledged that application to the payment thereof, any subsequent action payment or any breach distribution of any financial covenants for a period commencing after kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the date of commencement of Notes in any such Blockage Period that, in either case, would give rise to an event of default pursuant to any provisions under which an event of default previously existed proceeding, dissolution, liquidation or was continuing shall constitute a new event of default for this purpose). (b) other winding up or event. In the event that, notwithstanding the foregoingforegoing provisions of this Section, any payment from any Guarantor shall be received by the Trustee or any Holder when such payment is prohibited by Section 13.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt of such Guarantor held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if any, received from the holders of Guarantor Senior Debt of such Guarantor (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Debt of such Guarantor. Nothing contained in this Article Thirteen shall limit the right of the Trustee or the Holders Holder of Notes to take any action to accelerate the maturity Note shall have received any payment or distribution of assets of the Notes pursuant Company of any kind or character, whether in cash, securities or other property, before all Senior Indebtedness is paid in full, and if such fact shall, at or prior to Section 6.02 the time of such payment or distribution, have been made known to pursue any rights or remedies hereunder.the Trustee or, as the case may be, such Holder, then