Common use of No Payment on Guarantees in Certain Circumstances Clause in Contracts

No Payment on Guarantees in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (d) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time when such payment is prohibited by the provisions of this Section 10.07, such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantor, and shall be paid or delivered by the Trustee, to the holders of Senior Indebtedness of such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of such Guarantor.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by set-off or on behalf of any Guarantor of principal of or interest on the Securities pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness the Securities during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such Guarantor when it becomes due notice by the Trustee and payableending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (bx) Upon (i) the happening of an in no event of default (other than shall a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360-day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No non-payment event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders holder of Designated Guarantor Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-payment event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by made directly to the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the Holder to, to the holders of such Designated Guarantor Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Guarantor Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Guarantor Senior Indebtedness (or their representative or representatives or a trustee or trustees) notify the Trustee in writing of the amounts then due and owing on such Designated Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “"Guarantor Payment Default”"), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “"Guarantor Payment Notice”"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “"Guarantor Payment Blockage Period”") (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (d) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07, any payment on account of a Guarantor’s 's Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time when such payment is prohibited by the provisions of this Section 10.07, such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantor, and shall be paid or delivered by the Trustee, to the holders of Senior Indebtedness of such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of such Guarantor.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by set-off or on behalf of any Guarantor of principal of or interest on the Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Notes, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness the Notes during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such Guarantor when it becomes due notice by the Trustee and payableending 179 days thereafter. Notwithstanding anything herein or in the Notes to the contrary, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (bx) Upon (i) the happening of an in no event of default (other than shall a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360-day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No non-payment event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders holder of Designated Guarantor Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-payment event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by made directly to the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.078.2(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trustee (if the Notice required by Section 8.6 has been received by the Trustee) or the Holder to, to the holders of such Designated Guarantor Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Guarantor Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Guarantor Senior Indebtedness (or their representative or representatives or a trustee or trustees) notify the Trustee in writing of the amounts then due and owing on such Designated Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off 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 Indebtedness, no payment of any kind or character shall be made by or on behalf of a the applicable Guarantor or any other Person on account of such Guarantor's or its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of behalf with respect to any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on or other amounts owing in respect of the Guarantor's Guarantee of the Securities or to acquire any of the Securities for cash, property or otherwise. If any other event of default occurs and is continuing with respect to any Guarantor Senior Indebtedness, as such event of default is defined in the instrument creating or evidencing such Guarantor Senior Indebtedness, permitting the holders of such Guarantor's Senior Indebtedness then outstanding to accelerate the maturity thereof and if the representative (as defined in the applicable indenture) for the respective issue of such Guarantor are first paid in full in cash or (ii) in Senior Indebtedness gives written notice of the event of default in to the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise Trustee (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of "default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”notice"), then, unless and until such event all events of default has have been cured or waived or otherwise has have ceased to existexist or the Trustee receives notice from the representative for the respective issue of Guarantor Senior Indebtedness terminating the blockage period (as defined below), no neither the applicable Guarantor nor any other Person on its behalf shall: (1) make any payment of any kind or character with respect to any principal of, interest on or other amounts owing in respect of the Guarantor's Guarantee of the Securities; or (by set-off 2) acquire any of the Securities for cash, property or otherwise) . Notwithstanding anything herein to the contrary, in no event will a blockage period extend beyond 179 days from the date the payment on the Guarantee of the Securities was due and only one such blockage period may be made commenced within any 360 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 Guarantor Senior Indebtedness shall be, or be made, the basis for commencement of a second blockage period by or on behalf the representative of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness whether or not within a period of such Guarantor in respect of which 360 consecutive days unless such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless such default has have been cured or waived for a period of at least not less than 90 consecutive daysdays (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). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0713.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such Guarantor remaining unpaid holders) or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorGuarantor Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (by set-off or otherwise) shall be made by or on behalf of a any Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest (including Additional Interest) on the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01) pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations under or in respect of any Designated Senior Indebtedness Debt of such Guarantor when it becomes due and payable, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an this sentence waived by or on behalf of Holders of Designated Senior Debt. In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (other than a the "Guarantor Payment DefaultBlockage Notice") that permits the holders of Designated Senior Indebtedness of from a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holder or holders of such Designated --------------------------------- Senior Indebtedness Debt or the trustee or agent acting on behalf of such Guarantor (a “Guarantor Payment Notice”)Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Debt has been discharged or repaid in full in cash, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment (by set-off or otherwise) may distribution will be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, or with respect to the Securities (other than payments made with Junior Securities. to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01), during a period (ca "Guarantor --------- Blockage Period") Notwithstanding commencing on the foregoing, unless the Designated Senior Indebtedness date of receipt of such Guarantor in respect of which such event of default exists has been declared due Payment --------------- Blockage Notice by the Trustee and payable in its entirety within ending 179 days after thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Notice is delivered as set forth above (Blockage Period extend beyond 179 days from the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Notice was given and (y) there must be 180 days in any 365 day period during which no Guarantor Payment Default Blockage Period is in effect with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its GuaranteeGuarantor. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not Not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to each Guarantor during any period of any 360 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period may be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Designated Senior Indebtedness of such Guarantor remaining unpaid Debt or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Senior Indebtedness Debt that such prohibited payment has been made, the holders of such GuarantorDesignated Senior Debt (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Senior Debt.

No Payment on Guarantees in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of a any Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any kind or character, whether in cash, property or securities, by set-off or otherwise (all such payments and distributions referred to individually and collectively as a "Guarantor Securities Payment"), whether pursuant to the terms of such Guarantor's Guarantee, upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Indebtedness Debt of such Guarantor when it becomes due and payable, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee this sentence waived by the representative or on behalf of the holders of such Designated Senior Indebtedness Debt. In addition, during the continuance of any non-payment default or event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from a holder or holders of such Guarantor (a “Guarantor Payment Notice”)Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Debt has been discharged or repaid in full, in cash or cash equivalents or otherwise in a form satisfactory to the holders of such Senior Debt, no payment (by set-off or otherwise) may Guarantor Securities Payment will be made by or on behalf of such Guarantor, except from those funds held in trust for purposes of defeasance for the benefit of the Holders of any Securities to such Holders, during a period (a "Guarantor Blockage Period") commencing on account the date of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness receipt of such Guarantor in respect of which such event of default exists has been declared due notice by the Trustee and payable in its entirety within ending 179 days after thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Notice is delivered as set forth above (Blockage Period extend beyond 179 days from the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Notice was given and (y) there must be 180 days in any 365 day period during which no Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Blockage Period is in respect of its Obligations under its Guaranteeeffect. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not Not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 365 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of commencement of any other Guarantor Blockage Period with respect to the Designated Senior Debt initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period may be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 365 consecutive days, unless such default or event of default has been cured or waived for a period of at least not less than 90 consecutive daysdays (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 Guarantor Payment Blockage Period that, in either case, would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing, shall constitute a new event of default for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Designated Senior Indebtedness of such Guarantor remaining unpaid Debt or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Senior Indebtedness Debt that such prohibited payment has been made, the holders of such GuarantorDesignated Senior Debt (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Senior Debt.

No Payment on Guarantees in Certain Circumstances. (a) Payments Held ---------------------------------------------------------------- in Trusts --------- A. No Payments in Certain Circumstances. No direct or indirect ------------------------------------ payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) shall be made by or on behalf of a any Guarantor of principal of or interest on account the Loans or Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of its Obligations on its Guarantee (other than Junior Securities)the Loans or Notes, (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal ofshall be made if, premium, if any, and interest on such Senior Indebtedness at the time of such Guarantor are first paid in full in cash or (ii) in the event of payment, there exists a default in the payment of all or any principal of, premium, if any, or interest portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor when it becomes due and payableGuarantor, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an this sentence waived by or on behalf of the Lenders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Arranger of written notice (other than a the "Guarantor Payment DefaultBlockage Notice") that permits from the holders Lender or Lenders of --------------------------------- such Designated Guarantor Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, or the Company and the Trustee by the representative of the holders Arranger or agent acting on behalf of such Designated Guarantor Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”)Indebtedness, then, unless and until such event of default has been cured or waived or otherwise has ceased to existexist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the Lenders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) may shall be made by or on behalf of such Guarantor of principal or interest on account the during a period (a "Guarantor Blockage Period") commencing on the date of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness receipt of such Guarantor in respect of which such event of default exists has been declared due ------------------------- notice by the Arranger and payable in its entirety within ending 179 days after thereafter. Notwithstanding anything herein or in the Loans or Notes to the contrary, (x) in no event shall a Guarantor Payment Notice is delivered as set forth above (Blockage Period extend beyond 179 days from the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360- day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No event of default that existed upon or was continuing on the date of commencement of any other Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders Lender of Designated Guarantor Senior Indebtedness Indebtedness, or the trustee or agent acting on behalf of such Designated Guarantor that gave Senior Indebtedness, giving notice commencing such Guarantor Payment Notice knew Blockage Period had knowledge of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the Lender or Lenders of such Designated Guarantor Senior Indebtedness or the Arranger or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of at least not less than 90 consecutive days. (d) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time when such payment is prohibited by the provisions of this Section 10.07, such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantor, and shall be paid or delivered by the Trustee, to the holders of Senior Indebtedness of such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of such Guarantor.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by set-off or on behalf of any Guarantor of principal of or interest on the Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Notes, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any nonpayment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "GUARANTOR PAYMENT BLOCKAGE NOTICE") from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such nonpayment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness the Notes during a period (a "GUARANTOR BLOCKAGE PERIOD") commencing on the date of receipt of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or notice by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by and ending 179 days thereafter; PROVIDED HOWEVER, that so long as any Indebtedness remains outstanding under the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”)Restructured Credit Facility or any replacement, thenrenewal, unless and until such event of default has been cured refinancing or waived or otherwise has ceased to existextension thereof, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”Notice may be initiated to block payment of principal or interest on the Notes pursuant to the terms of this Section 12.02 (a) except by the Administrative Agent (and such declaration has not been rescinded or waived)similar authorized party) under the Restructured Credit Facility or any replacement, at renewal, refinancing or extension thereof. Notwithstanding anything herein or in the end of Notes to the contrary, (x) in no event shall a Guarantor Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360 day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No nonpayment event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders holder of Designated Guarantor Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such nonpayment event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by made directly to the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.07SECTION 12.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trustee (if the Notice required by SECTION 12.06 has been received by the Trustee) or the Holder to, to the holders of such Designated Guarantor Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Guarantor Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Guarantor Senior Indebtedness (or their representative or representatives or a trustee or trustees) notify the Trustee in writing of the amounts then due and owing on such Designated Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (by set-off or otherwise) shall be made by or on behalf of a any Guarantor of principal of or interest on account of its Obligations on its Guarantee the Securities (other than Junior payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01) pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal ofwill be made if, premium, if any, and interest on such Senior Indebtedness at the time of such Guarantor are first paid in full in cash or (ii) in the event of payment, there exists a default in the payment of all or any principal of, premium, if any, or interest portion of the obligations on any Designated Senior Indebtedness Debt of such Guarantor when it becomes due and payable, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived waived. In addition, during the continuance of any non-payment default or otherwise has ceased to exist. (b) Upon (i) the happening of an non-payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (other than a the "Guarantor Payment DefaultBlockage Notice") that permits the holders of Designated Senior Indebtedness of from a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holder or holders of such Designated Senior Indebtedness Debt or the trustee or agent acting on behalf of such Guarantor (a “Guarantor Payment Notice”)Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Debt has been discharged or repaid in full, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment (by set-off or otherwise) may distribution will be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, or with respect to the Securities (other than payments made with Junior Securities. to Holders from funds held in trust for the benefit -84- of Holders pursuant to Section 9.01), during a period (ca "Guarantor Blockage Period") Notwithstanding commencing on the foregoing, unless the Designated Senior Indebtedness date of receipt of such Guarantor in respect of which such event of default exists has been declared due Payment Blockage Notice by the Trustee and payable in its entirety within ending 179 days after thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Notice is delivered as set forth above (Blockage Period extend beyond 179 days from the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Notice was given and (y) there must be 180 days in any 365 day period during which no Guarantor Payment Default Blockage Period is in effect with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its GuaranteeGuarantor. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not Not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to each Guarantor during any period of any 360 365 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period may be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 365 consecutive days, unless such default or event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Designated Senior Indebtedness of such Guarantor remaining unpaid Debt or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Senior Indebtedness Debt that such prohibited payment has been made, the holders of such GuarantorDesignated Senior Debt (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Senior Debt.

No Payment on Guarantees in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off 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 or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no payment of any kind or character shall be made by or on behalf of a the Guarantor or any other Person on account its behalf with respect to any Obligations on the Notes or any of its Obligations the obligations of such Guarantor on its Guarantee (other than Junior Securities), (i) upon or to acquire any of the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) Notes for cash or property or otherwise, unless and until all principal of, premium. In addition, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the any event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment DefaultDefault (a "GUARANTOR NON-PAYMENT DEFAULT") that permits the holders of occurs and is continuing with respect to any Designated Senior Indebtedness of Debt guaranteed by a Guarantor to declare such Designated (which guarantee constitutes Guarantor Senior Indebtedness Debt of such Guarantor to be due and payable and (ii) written notice of Guarantor), as such event of default given to is defined in the instrument creating or evidencing such GuarantorDesignated Senior Debt, the Company and the Trustee by the representative of permitting the holders of such Designated Senior Indebtedness Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a “Guarantor Payment Notice”"GUARANTOR DEFAULT NOTICE"), then, unless and until such event of default has all Guarantor Non-payment Defaults have been cured or waived or otherwise has have ceased to existexist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), no payment (by set-off or otherwise) may be made by or on behalf during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on account its behalf shall (x) make any payment of its any kind or character with respect to any Obligations on the Notes or under its GuaranteeGuarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), other than payments made in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with Junior Securities. (c) Notwithstanding the foregoing, unless respect to the Designated Senior Indebtedness Debt shall be, or be made, the basis for commencement of such a second Guarantor in respect Blockage Period by the Representative of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) Debt whether or not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless such default has Non-payment Default shall have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0711.10(a), such payment shall be held in trust for the benefit of of, shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness Debt (PRO RATA to such holders on the basis of the respective amount of Guarantor Senior Debt held by such Guarantorholders) 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, if any, received from the holders of Guarantor Senior Debt (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 or delivered by the Trustee, to the holders of Guarantor Senior Indebtedness Debt. Nothing contained in this Article Eleven shall limit the right of such Guarantor remaining unpaid 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 their representative pursue any rights or representatives, remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents before the Holders are entitled to receive any concurrent payment of any kind or distribution character with respect to the holders Obligations on the Notes or on account of such Senior Indebtedness of such any Guarantor's Guarantee.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by set-off or on behalf of any Guarantor of principal of or interest on the Securities pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Guarantor Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Guarantor Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Guarantor Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness the Securities during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such Guarantor when it becomes due notice by the Trustee and payableending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (bx) Upon (i) the happening of an in no event of default (other than shall a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360-day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No non-payment event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative extent the holder of the holders of Designated Guarantor Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-payment event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by made directly to the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the Holder to, to the holders of such Guarantor Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorGuarantor Senior Indebtedness (or their representative or representatives or a trustee or trustees) notify the Trustee in writing of the amounts then due and owing on such Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No Unless Section 11.11 shall be applicable, if any default occurs and is continuing in the payment when due, whether at maturity, upon 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 or any Senior Debt guaranteed by a Guarantor (which Guarantee constitutes Guarantor Senior Debt of such Guarantor), no payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight), by set-off or otherwise) , shall be made by or on behalf of a the Guarantor or any other Person on account of its behalf with respect to any Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity Notes or any of any Senior Indebtedness the Obligations of such Guarantor by lapse on its Guarantee, or to acquire any of time, acceleration (unless waived) the Notes for cash or property or otherwise, in each case other than payments in Junior Securities. In addition, unless and until all principal of, premiumSection 11.11 shall be applicable, if any, and interest on such Senior Indebtedness of such Guarantor are first paid any Nonpayment Default Notice is delivered in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”)accordance with Section 10.02, then, unless and until such event all events of default has have been cured or waived or otherwise has have ceased to existexist or the Trustee receives notice from the Representative for the respective issue of Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 179 days after the delivery of such Guarantor Default Notice (the "Guarantor Blockage Period"), no Guarantor or any other Person on its behalf shall (x) make any payment of any kind or character (other than payments by a trust previously established pursuant to Article Eight), by set-off or otherwise) may be made by , with respect to any Obligations on the Notes or on behalf of such Guarantor on account of its Obligations under its GuaranteeGuarantee or (y) acquire any of the Notes for cash or property or otherwise, in each case, other than payments made with in Junior Securities. (c) . Notwithstanding anything herein to the foregoingcontrary, unless in no event will a Guarantor Blockage Period extend beyond 179 days from the Designated Senior Indebtedness of date the payment on the Notes was due and only one such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices Period may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given commenced within a period of any 360 consecutive days, and (ii) no . 294 -114- No event of default that which existed upon or was continuing on the date of such the commencement of any Guarantor Payment Notice if Blockage Period with respect to the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Debt shall be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other a second Guarantor Payment Blockage Period by the Representative of such Senior Debt whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0711.10(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt 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 TrusteeGuarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (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 Indebtedness of such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of such GuarantorDebt.

No Payment on Guarantees in Certain Circumstances. (a) No If (i) any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off declaration or otherwise, of any principal of, interest on, or other amounts due and owing on, any Significant Guarantor Senior Indebtedness or any Significant Senior Indebtedness guaranteed by a Subsidiary Guarantor (which Guarantee constitutes Guarantor Senior Indebtedness of such Subsidiary Guarantor), or (ii) any default occurs and is continuing with respect to any Significant Guarantor Senior Indebtedness or any Significant Senior Indebtedness resulting in the acceleration of the maturity of all or any portion of such Significant Guarantor Senior Indebtedness or any Significant Senior Indebtedness, no payment shall be made by or on behalf of a the Subsidiary Guarantor or any other person on its behalf with respect to any Obligations on the Notes or any of the Obligations of such Subsidiary Guarantor on account its Guarantee, or to acquire any of its Obligations the Notes for cash or property or otherwise, except out of a trust theretofore established pursuant to the provisions of Article Eight (PROVIDED that payment into such trust was not made during any period in which payment on its Guarantee (other than the Notes is blocked pursuant to the subordination provisions of this Indenture) and except by issuance of Junior Securities). In addition, if any other event of default occurs and is continuing (ior if such an event of default would occur upon any payment with respect to the Notes) upon with respect to the maturity of any Designated Senior Indebtedness guaranteed by a Subsidiary Guarantor (which guarantee constitutes Guarantor Senior Indebtedness of such Guarantor by lapse of timeSubsidiary Guarantor), acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on as such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default is defined in the payment of any principal of, premium, if any, instrument creating or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare evidencing such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of permitting the holders of such Designated Senior Indebtedness then outstanding, or their Representative, to accelerate the maturity thereof and if the Representative for the Designated Senior Indebtedness gives written notice of such Guarantor the event of default to the Trustee (a “Guarantor Payment Notice”"GUARANTOR DEFAULT NOTICE"), then, unless and until the date, if any, on which all Designated Senior Indebtedness to which such event of default has relates is discharged or the Representative for the Designated Senior Indebtedness gives notice that all events of default have been cured or waived or otherwise has have ceased to exist, no payment (by set-off exist or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless Trustee receives written notice from the Representative for the Designated Senior Indebtedness of such terminating the Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period (as defined below), during the 179 days after the delivery of such Guarantor Payment Default Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived"GUARANTOR BLOCKAGE PERIOD"), at the end of the no Subsidiary Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default or any other Person on its behalf shall (x) make any payment with respect to such Designated Senior Indebtedness any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 179 days from the date the payment on the Notes was due. Only one such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices Blockage Period may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given commenced within a period of any 360 consecutive days. For all purposes of this Section 11.10(a), and no event of default which existed or was continuing (iiit being acknowledged that any action of the Company or its Subsidiaries occurring subsequent to delivery of a Default Notice that would give rise to any event of default pursuant to any provision under which an event of default previously existed (or was continuing at the time of delivery of such Default Notice) no shall constitute a new event of default that existed upon for this purpose) on the date of such the commencement of any Guarantor Payment Notice if Blockage Period with respect to the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether shall be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other a second Guarantor Payment Blockage Period by the Representative of the Designated Senior Indebtedness whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0711.10(a), such payment shall be held in trust for the benefit of of, shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness (PRO RATA to such holders on the basis of the respective amount of Guarantor Senior Indebtedness held by such Guarantorholders) 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 Indebtedness, if any, received from the holders of Guarantor Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Subsidiary Guarantor and only amounts included in the information provided to the Trustee shall be paid or delivered by the Trustee, to the holders of Guarantor Senior Indebtedness. Nothing contained in this Article Eleven 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; PROVIDED that all Guarantor Senior Indebtedness of such Guarantor remaining unpaid thereafter due or declared to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents before the Holders are entitled to receive any concurrent payment of any kind or distribution character with respect to the holders Obligations on the Notes or on account of such Senior Indebtedness of such any Subsidiary Guarantor's Guarantee.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment, deposit or distribution of any kind or character, whether in cash, property or securities (including any payment (by set-off made to Holders of the Notes under the terms of Indebtedness subordinated to the Notes, but excluding any payment or otherwisedistribution of Permitted Junior Securities) shall be made by or on behalf of a any Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness on, or any other obligation in respect of, the Notes pursuant to such Guarantor's Guarantee (other than payments to Holders from funds held in trust for the benefit of Holders), whether pursuant to the terms of the Notes or upon acceleration, by way of repurchase, redemption, defeasance or otherwise (all such payments, deposits or distributions being referred to herein, individually and collectively, as a "Guarantor Note Payment"), shall be made if, at the time of such Guarantor Note Payment, there exists a default in the payment when it becomes due and payableof all or any portion of the obligations under or in respect of any Designated Senior Debt of such Guarantor, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment or by declaration prepayment, acceleration or otherwise (a “Guarantor Payment Default”and the Trustee has received written notice thereof), unless and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee this sentence waived by the representative or on behalf of the holders of such Designated Senior Indebtedness Debt. In addition, during the continuance of any non-payment default or non-payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without the giving of any notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, and upon receipt by the Trustee of notice (a "Guarantor Payment Blockage Notice") from a holder or holders of such Guarantor (a “Guarantor Payment Notice”)Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Debt has been discharged or repaid in full, in cash, no payment (by set-off or otherwise) Guarantor Note Payment may be made by or on behalf of such Guarantor on account of its Obligations under its Guaranteeor with respect to the Notes, other than except payments made with Junior Securities. to Holders from funds held in trust for the benefit of Holders, during a period (ca "Guarantor Blockage Period") Notwithstanding commencing on the foregoing, unless the Designated Senior Indebtedness date of receipt of such Guarantor in respect of which such event of default exists has been declared due Payment Blockage Notice by the Trustee and payable in its entirety within ending 179 days after thereafter. Notwithstanding anything herein to the Guarantor Payment Notice is delivered as set forth above contrary, (the “x) in no event will a Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at Period extend beyond 179 days from the end date of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Notice in respect thereof was given and (y) there must be 180 days in any 365 day period during which no Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Blockage Period is in respect of its Obligations under its Guaranteeeffect. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not Not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to the Notes during any period of any 360 365 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of such Guarantor commencement of any Payment Notice if Blockage Period with respect to the representative of the holders of Designated Senior Indebtedness of Debt initiating such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period may be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 365 consecutive days, unless such default or event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) Guarantor Note Payment shall be received by the Trustee at a time or any Holder when such payment Guarantor Note Payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Designated Senior Indebtedness of such Guarantor remaining unpaid Debt or to their any trustee, agent or other representative or representatives, or to the trustee or trustees under any agreement or indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Senior Indebtedness Debt that such prohibited Guarantor Note Payment has been made, the holders of such GuarantorDesignated Senior Debt (or their trustee, agent or other representative) notify the Trustee in writing of the amounts then due and owing on such Designated Senior Debt, if any, and only the amount specified in such notice to the Trustee shall be paid to or for the account of the holders of such Designated Senior Debt.

No Payment on Guarantees in Certain Circumstances. (a) No If either (i) any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off declaration or otherwise, of any principal of, interest on, reimbursement for drawings under letters of credit issued as part of, or regularly accruing fees with respect to, any Guarantor Senior Indebtedness or any Senior Indebtedness guaranteed by a Subsidiary Guarantor (which guarantee constitutes Guarantor Senior Indebtedness of such Subsidiary Guarantor), or (ii) any default occurs and is continuing with respect to any Guarantor Designated Senior Indebtedness resulting in the acceleration of the maturity of all or any portion of any Guarantor Designated Senior Indebtedness, no payment of any kind or character (other than Permitted Insolvency Payments) shall be made by such Subsidiary Guarantor or on behalf of a Guarantor on account any of its Subsidiaries with respect to any Obligations on its Guarantee (or to acquire any of the Notes or the related Guarantee for cash or property. In addition, if any other than Junior Securities)event of default occurs and is continuing with respect to any Guarantor Designated Senior Indebtedness, (i) upon as such event of default is defined in the maturity of any instrument creating or evidencing such Guarantor Designated Senior Indebtedness Indebtedness, permitting the holders of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Designated Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Guarantor are first paid in full in cash or (ii) in Designated Senior Indebtedness gives written notice of the event of default in to the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise Trustee (a “"Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”"), then, unless and until such event all events of default has ------------------------ have been cured or waived or otherwise has have ceased to existexist or the Trustee receives notice from the Representative for the respective issue of Guarantor Designated Senior Indebtedness terminating the Guarantor Blockage Period (as defined below), no payment (by set-off or otherwise) may be made by or on behalf during the 179 days after the delivery of such Guarantor on account Default Notice (the "Guarantor Blockage Period"), neither the ------------------------- Subsidiary Guarantor nor any of its Obligations under its Guarantee, Subsidiaries shall: (x) make any payment of any kind or character (other than payments made Permitted Insolvency Payments) with Junior Securities. respect to any Obligations on the Notes or its Guarantee or (cy) acquire any of the Notes or the related Guarantee for cash or property (other than in exchange for Permitted Insolvency Payments). Notwithstanding anything herein to the foregoingcontrary, unless in no event shall a Guarantor Blockage Period extend beyond 179 days from the date of the commencement of the Guarantor Blockage Period and only one such Guarantor 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 Guarantor Blockage Period with respect to the Guarantor Designated Senior Indebtedness shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Guarantor in respect Designated Senior Indebtedness whether or not within a period of which 365 consecutive days, unless such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless such default has have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 Guarantor 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). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.2(a), such -102- payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of such the respective amount of Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of held by such Guarantor holders) or their respective Representatives, as their respective interests may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, appear for application to the payment of the Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness of such Guarantor remaining unpaidhas been paid in full, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Guarantor Senior Indebtedness. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Indebtedness, if any, received from the holders of Guarantor Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Subsidiary Guarantor and only amounts included in the information provided to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness Indebtedness. (c) Nothing contained in this Article XII shall limit the right of such Guarantorthe Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.2 or to pursue any rights or remedies hereunder.

No Payment on Guarantees in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off 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 or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no payment of any kind or character shall be made by or on behalf of a the Guarantor or any other Person on account its behalf with respect to any Obligations on the Notes or any of its Obligations the obligations of such Guarantor on its Guarantee (other than Junior Securities), (i) upon or to acquire any of the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) Notes for cash or property or otherwise, unless and until all principal of, premium. In addition, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the any event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment DefaultDefault (a "GUARANTOR NON-PAYMENT DEFAULT") that permits the holders of occurs and is continuing with respect to any Designated Senior Indebtedness of Debt guaranteed by a Guarantor to declare such Designated (which guarantee constitutes Guarantor Senior Indebtedness Debt of such Guarantor to be due and payable and (ii) written notice of Guarantor), as such event of default given to is defined in the instrument creating or evidencing such GuarantorDesignated Senior Debt, the Company and the Trustee by the representative of permitting the holders of such Designated Senior Indebtedness Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a “Guarantor Payment Notice”"GUARANTOR DEFAULT NOTICE"), then, unless and until such event of default has all Guarantor Non-payment Defaults have been cured or waived or otherwise has have ceased to exist, no payment (by set-off exist or otherwise) may be made by or on behalf the Trustee receives notice from the Representative for the respective issue of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Debt terminating the Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period (as defined below), during the 179 days after the delivery of such Guarantor Payment Default Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived"GUARANTOR BLOCKAGE PERIOD"), at the end of neither the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default nor any other Person on its behalf shall (x) make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), in no event will a Guarantor Blockage Period extend beyond 179 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) Debt whether or not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless such default has Non-payment Default shall have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0711.10(a), such payment shall be held in trust for the benefit of of, shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness Debt (PRO RATA to such holders on the basis 100 of the respective amount of Guarantor Senior Debt held by such Guarantorholders) 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, if any, received from the holders of Guarantor Senior Debt (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 or delivered by the Trustee, to the holders of Guarantor Senior Indebtedness Debt. Nothing contained in this Article Eleven shall limit the right of such Guarantor remaining unpaid 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 their representative pursue any rights or representatives, remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents (other than Obligations under the Credit Agreement which must be paid in full in cash) before the Holders are entitled to receive any concurrent payment of any kind or distribution character with respect to the holders Obligations on the Notes or on account of such Senior Indebtedness of such any Guarantor's Guarantee.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities but excluding any payment or distribution of Permitted Junior Securities) by set-off or on behalf of any Guarantor of principal of or interest or Additional Inter- est on the Securities pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of 97 such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guar- antor, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guaran- tor Senior Indebtedness. In addition, during the continuance of any non-pay- ment default or event of default with respect to any Designated Guarantor Se- nior Indebtedness pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Se- nior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such default or event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash, no direct or indirect payment (including any payment made to Holders of the Secu- rities under the terms of Indebtedness subordinated to the Securities but ex- cluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of such Guarantor of principal of interest or Additional Interest on the Securities, except from those funds held in trust for the ben- efit of the Holders of any Securities pursuant to the procedures set forth in Article Nine hereof to such Holders, during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless Notice was given and (y) in no event shall a Guarantor Payment Default with respect to such Designated Senior Indebtedness Blockage Notice be effective for purposes of such Guarantor exists, resume making any this Section 12.02(a) unless and all required payments in respect of its Obligations under its Guarantee. Any number of until 360 days shall have elapsed since the date the immediately prior Guarantor Payment Notices may be given; provided, however, that (i) not Blockage Notice became effective. Not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor dur- ing any period of any 360 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Blockage Period (to the extent the holder of Desig- nated Guarantor Senior Indebtedness or trustee or agent giving notice concern- ing such Guarantor Blockage Period had knowledge of such existing or continu- ing default has been cured or waived event of default) may be, or be made, the basis for the com- mencement of any other Guarantor Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of at least 90 consecutive days.360 98 (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.07, Sec- tion 12.02 (a) such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Designated Guarantor Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Guaran- tor Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Guarantor Senior Indebt- edness (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Designated Guar- antor Senior Indebtedness, if any, and only the amounts specified in such no- xxxx to the Trustee shall be paid to the holders of such Designated Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), If (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if anyof or interest on, or interest on other amounts due and owing on, any Guarantor Senior Indebtedness or any Senior Indebtedness guaranteed by a Subsidiary Guarantor (which Guarantee constitutes Guarantor Senior Indebtedness of such Guarantor Subsidiary Guarantor), when it becomes due and payable, whether at maturity or at a date fixed for prepayment or maturity, upon any redemption, by declaration or otherwise otherwise, occurs and is continuing or (a “Guarantor Payment Default”), unless and until ii) any default with respect to any such Guarantor Payment Default has been cured Senior Indebtedness or waived Senior Indebtedness resulting in the acceleration of the maturity of all or otherwise has ceased any portion of such Guarantor Senior Indebtedness or Senior Indebtedness occurs and is continuing, no payment shall be made by, or on behalf of, the Subsidiary Guarantor or any other Person on its behalf with respect to exist. any Obligations on the Notes or any of the Obligations of such Subsidiary Guarantor on its Guarantee, or to acquire any of the Notes for cash or property or otherwise. 87 In addition, if any other event of default occurs and is continuing (b) Upon (i) the happening of or if such an event of default (other than a Guarantor Payment Defaultwould occur upon any payment with respect to the Notes) that permits with respect to the holders of Designated Senior Indebtedness of guaranteed by a Subsidiary Guarantor to declare such Designated (which guarantee constitutes Guarantor Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of Subsidiary Guarantor), as such event of default given to is defined in the instrument creating or evidencing such GuarantorDesignated Senior Indebtedness, the Company and the Trustee by the representative of permitting the holders of such Designated Senior Indebtedness then outstanding, or their Representative, to accelerate the maturity thereof and if the Representative for the Designated Senior Indebtedness gives written notice of such Guarantor the event of default to the Trustee (a “"Guarantor Payment Default Notice”"), then, unless and until the date, if any, on which all Designated Senior Indebtedness to which such event of default has relates is discharged or the Representative for the Designated Senior Indebtedness gives notice that all events of default have been cured or waived or otherwise has have ceased to exist, no payment (by set-off exist or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless Trustee receives written notice from the Representative for the Designated Senior Indebtedness of such terminating the Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period (as defined below), during the 179 days after the delivery of such Guarantor Payment Default Notice is delivered as set forth above (the “"Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived"), at the end of the no Subsidiary Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default or any other Person on its behalf shall (x) make any payment with respect to such Designated Senior Indebtedness any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 179 days from the date the payment on the Notes was due. Only one such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices Blockage Period may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given commenced within a period of any 360 consecutive days. For all purposes of this Section 11.10(a), and no event of default which existed or was continuing (iiit being acknowledged that any action of the Company occurring subsequent to delivery of a Default Notice that would give rise to any event of default pursuant to any provision under which an event of default previously existed (or was continuing at the time of delivery of such Default Notice) no shall constitute a new event of default that existed upon for this purpose) on the date of such the commencement of any Guarantor Payment Notice if Blockage Period with respect to the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether shall be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other a second Guarantor Payment Blockage Period by the Representative of the Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0711.10(a), such payment shall be held in trust for the benefit of of, shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Guarantor Senior Indebtedness held by such Guarantorholders) 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 Indebtedness, if any, received from the holders of Guarantor Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Subsidiary 88 Guarantor and only amounts included in the information provided to the Trustee shall be paid or delivered by the Trustee, to the holders of Guarantor Senior Indebtedness. Nothing contained in this Article Eleven 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; provided that all Guarantor Senior Indebtedness of such Guarantor remaining unpaid thereafter due or declared to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents before the Holders are entitled to receive any concurrent payment of any kind or distribution character with respect to the holders Obligations on the Notes or on account of such Senior Indebtedness of such any Subsidiary Guarantor's Guarantee.

No Payment on Guarantees in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off 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 or Senior Debt guaranteed by any Guarantor (a "GUARANTOR PAYMENT DEFAULT"), no payment of any kind or character shall be made by or on behalf of a the Guarantor or any other Person on account its behalf with respect to any Obligations on the Notes or any of its Obligations the obligations of such Guarantor on its Guarantee (other than Junior Securities), (i) upon or to acquire any of the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) Notes for cash or property or otherwise, unless and until all principal of, premium. In addition, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the any event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment DefaultDefault (a "GUARANTOR NON-PAYMENT DEFAULT") that permits the holders of occurs and is continuing with respect to any Designated Senior Indebtedness of Debt guaranteed by a Guarantor to declare such Designated (which guarantee constitutes Guarantor Senior Indebtedness Debt of such Guarantor to be due and payable and (ii) written notice of Guarantor), as such event of default given to is defined in the instrument creating or evidencing such GuarantorDesignated Senior Debt, the Company and the Trustee by the representative of permitting the holders of such Designated Senior Indebtedness Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Designated Senior Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a “Guarantor Payment Notice”"GUARANTOR DEFAULT NOTICE"), then, unless and until such event of default has all Guarantor Non-payment Defaults have been cured or waived or otherwise has have ceased to existexist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), no payment (by set-off or otherwise) may be made by or on behalf during the 180 days after the delivery of such Guarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any other Person on account its behalf shall (x) make any payment of its any kind or character with respect to any Obligations on the Notes or under its GuaranteeGuarantee or (y) acquire any of the Notes for cash or property or otherwise. For all purposes of this Section 11.10(a), other than payments made in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No Guarantor Non-payment Default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with Junior Securities. (c) Notwithstanding the foregoing, unless respect to the Designated Senior Indebtedness Debt shall be, or be made, the basis for commencement of such a second Guarantor in respect Blockage Period by the Representative of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) Debt whether or not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless such default has Non-payment Default shall have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0711.08(a), such payment shall be held in trust for the benefit of of, shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness Debt (PRO RATA to such holders on the basis of the respective amount of Guarantor Senior Debt held by such Guarantorholders) 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, if any, received from the holders of Guarantor Senior Debt (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 or delivered by the Trustee, to the holders of Guarantor Senior Indebtedness Debt. Nothing contained in this Article Eleven shall limit the right of such Guarantor remaining unpaid 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 their representative pursue any rights or representatives, remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents before the Holders are entitled to receive any concurrent payment of any kind or distribution character with respect to the holders Obligations on the Notes or on account of such Senior Indebtedness of such any Guarantor's Guarantee.

No Payment on Guarantees in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the 86 94 event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “"Guarantor Payment Default”"), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “"Guarantor Payment Notice”"), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) . Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “"Guarantor Payment Blockage Period”") (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days. (dc) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07, any payment on account of a Guarantor’s 's Obligations on its Guarantee (other than 87 95 Junior Securities) shall be received by the Trustee at a time when such payment is prohibited by the provisions of this Section 10.07, such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantor, and shall be paid or delivered by the Trustee, to the holders of Senior Indebtedness of such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of such Guarantor.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (by set-off or otherwise) shall be made by or on behalf of a any Guarantor of principal of or interest on account of its Obligations on its Guarantee the Securities (other than Junior payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01) pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal ofwill be made if, premium, if any, and interest on such Senior Indebtedness at the time of such Guarantor are first paid in full in cash or (ii) in the event of payment, there exists a default in the payment of all or any principal of, premium, if any, or interest portion of the obligations on any Designated Senior Indebtedness Debt of such Guarantor when it becomes due and payable, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived waived. In addition, during the continuance of any non-payment default or otherwise has ceased to exist. (b) Upon (i) the happening of an non-payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (other than a the "Guarantor Payment DefaultBlockage Notice") that permits the holders of Designated Senior Indebtedness of from a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holder or holders of such Designated Senior Indebtedness Debt or the trustee or agent acting on behalf of such Guarantor (a “Guarantor Payment Notice”)Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Debt has been discharged or repaid in full, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment (by set-off or otherwise) may distribution will be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, or with respect to the Securities (other than payments made with Junior Securities. to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01), during a period (ca "Guarantor Blockage Period") Notwithstanding commencing on the foregoing, unless the Designated Senior Indebtedness date of receipt of such Guarantor in respect of which such event of default exists has been declared due Payment Blockage Notice by the Trustee and payable in its entirety within ending 179 days after thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Notice is delivered as set forth above (Blockage Period extend beyond 179 days from the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Notice was given and (y) there must be 180 days in any 365 day period during which no Guarantor Payment Default Blockage Period is in effect with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its GuaranteeGuarantor. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not Not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to each Guarantor during any period of any 360 365 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period may be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 365 consecutive days, unless such default or event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Designated Senior Indebtedness of such Guarantor remaining unpaid Debt or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Senior Indebtedness Debt that such prohibited payment has been made, the holders of such GuarantorDesignated Senior Debt (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Senior Debt.

No Payment on Guarantees in Certain Circumstances. (a) No payment (Upon the maturity of any Senior Indebtedness by set-off lapse of time, acceleration or otherwise) , unless and until all principal thereof, premium, if any, interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of a any Subsidiary Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon pursuant to the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all Guarantees with respect to the principal of, premium, if any, and interest on such Senior Indebtedness or other amounts owing on the Notes. Upon the happening of such Guarantor are first paid in full in cash or (ii) in the event of any default in the payment of any principal of, premium, if any, or interest on or other amounts due on any Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor "Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”"), then, unless and until such event of default has shall have been cured or waived or otherwise has shall have ceased to exist, no payment (by set-off or otherwise) may shall be made by or on behalf of such any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on account or other amounts owing on the Notes (except that, subject to applicable law, Holders may receive Subordinated Securities of its Obligations under its Guarantee, Subsidiary Guarantors). Upon the happening of any default or event of default (other than payments a Payment Default) (including any event which with the giving of notice or the lapse of time or both would become an event of default and including any default or event of default which would result upon any payment pursuant to the Guarantees) with respect to any Senior Indebtedness of a Subsidiary Guarantor, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Subsidiary Guarantors and the Trustee by a holder or holders of any Designated Senior Indebtedness or their representative ("Payment Notice"), no payment shall be made by or on behalf of the Subsidiary Guarantors pursuant to the Guarantees with Junior Securities. respect to the principal of, premium, if any, interest on or other amounts owing on the Notes during the period (cthe "Payment Blockage Period") Notwithstanding commencing on the foregoingdate of such receipt of such Payment Notice and ending on the earlier of (i) the date, unless if any, on which such default is cured or waived or ceases to exist or (ii) the date, if any, on which the Designated Senior Indebtedness of such Guarantor in respect of to which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice relates is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be givendischarged; provided, however, that no default or event of default (other than a Payment Default) shall prevent the making of any payment pursuant to the Guarantees for more than 179 days after the Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no event of default that which existed upon or was continuing on the date of such Guarantor any Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement giving of any other Guarantor a subsequent Payment Blockage Period Notice unless all such events of default has shall have been cured or waived for a period of at least 90 180 consecutive days. days after such date, and (diii) if any Subsidiary Guarantor or the Trustee receives any Payment Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default (whether or not such default is on the same issue of Designated Senior Indebtedness) shall not be effective for purposes of this paragraph. The Subsidiary Guarantors shall resume payments of principal of, premium, if any, and interest on the Guarantees (i) in the case of a Payment Default, upon the date such Payment Default is cured or waived by the holders of Senior Indebtedness to which such Payment Default relates and (ii) in the case of a default or event of default (other than a Payment Default) with respect to Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default is cured or (B) the expiration of the Payment Blockage Period with respect thereto if, in the case of this clause (B), this Section 12.12 otherwise does not prohibit such payment. In furtherance of the provisions of Section 10.0112.12(a), in the event that, notwithstanding the foregoing provisions of this Section 10.0712.12(b), any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securitiesa payment in the form of Subordinated Securities of Subsidiary Guarantors) with respect to the principal of, premium, if any or interest on the Notes shall be made by or on behalf of any Subsidiary Guarantor, and received by the Trustee Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a time when such payment is was prohibited by the provisions of this Section 10.0712.02, then, unless and until such payment is no longer prohibited by this Section 12.12(b), such payment (subject to the provisions of Sections 12.12(f) and 12.12(g)) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of Senior Indebtedness of such Guarantor, and shall be immediately paid or delivered by the Trustee, over to the holders of Senior Indebtedness of such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issuedrepresentative, ratably according to the aggregate principal amounts remaining unpaid on account of such the principal of, premium, if any, and interest on the Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaidin accordance with its terms, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. The provisions of this Section 12.12(b) shall not modify or limit in any way the application of Section 12.12(c). Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any default in the payment of any Senior Indebtedness of such GuarantorSubsidiary Guarantor or any acceleration under any such Senior Indebtedness or under any agreement pursuant to which such Senior Indebtedness may have been issued. Failure to give such notice shall not affect the subordination of the Guarantees to the Senior Indebtedness or the application of the other provisions provided in this Section 12.12.

No Payment on Guarantees in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off declaration or otherwise, of any principal of, interest on or any other amounts owing with respect to any Guarantor Senior Debt, no payment of any kind or character (except for guarantees of Permitted Securities on the same basis as the Guarantees) shall be made by any Guarantor or any other Person on behalf of a such Guarantor on account of its with respect to any Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity Securities or under the Guarantees or to acquire any of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) the Securities for cash or property or otherwise, unless and until all principal of, premium. In addition, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the any other event of default in the payment of any principal of, premium, occurs and is continuing (or if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than would occur upon any payment with respect to the Securities or would arise upon the passage of time as a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness result of such payment) with respect to an Designated Guarantor to be due and payable and Senior Debt (ii) written notice of as such event of default given to is defined in the instrument creating or evidencing such Guarantor, the Company Designated Guarantor Senior Debt) and the Trustee by the representative such event of default permits the holders of such Designated Guarantor Senior Indebtedness Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Designated Guarantor (Senior Debt gives a “Guarantor Payment Notice”)Default Notice to the Company, the Guarantors and the Trustee, then, unless and until such event all events of default has have been cured or waived or otherwise has have ceased to existexist or the Company, no payment (by set-off or otherwise) may be made by or the Guarantors and the Trustee receive notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Blockage Period, neither the Guarantors nor any other Person on behalf of such Guarantor the Guarantors shall make any payment of any kind or character (except for guarantees of Permitted Securities on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (cthe same basis as the Guarantees) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to any Obligations of a Guarantor on the Securities or under the Guarantees or to acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Securities was due and only one such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices Blockage Period may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given commenced within a period of any 360 consecutive days. For all purposes of this Section 12.09(a), and (ii) no event of default that which existed upon or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Guarantor Senior Debt initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period shall be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment a second Blockage Period by the Representative of such Designated Guarantor Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at or any Holder of a time Guarantee when such payment is prohibited by the provisions of this Section 10.0712.09(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt 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 TrusteeGuarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company or the Guarantors and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Indebtedness Debt. Nothing contained in this Article 12 shall limit the right of such Guarantor remaining unpaid the Trustee or the Holders of Securities to any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to their representative pursue any rights or representatives, remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents before the Holders are entitled to receive any concurrent payment or distribution with respect to Obligations on the holders of such Senior Indebtedness of such GuarantorGuarantees.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment of any kind or character (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) shall be made by or on behalf of a any Guarantor on account in respect of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on the Securities pursuant to such Guarantor's Guarantee or to acquire any of the Securities, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations in respect of any Designated Senior Indebtedness of such Guarantor when it becomes due and payableGuarantor, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an this sentence waived by or on behalf of the requisite number of holders of such Designated Senior Indebtedness. In addition, if any non-payment event of default (other than a Guarantor Payment Default) that permits the holders of occurs with respect to any Designated Senior Indebtedness of a Guarantor pursuant to declare such Designated Senior Indebtedness which the maturity thereof may be immediately accelerated, then upon and after receipt by the Trustee of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, (a "Guarantor Payment ----------------- Blockage Notice") from the Company and the Trustee by the representative of the holder or holders of such Designated Senior --------------- Indebtedness or the trustee or agent acting on behalf of such Guarantor (a “Guarantor Payment Notice”), thenDesignated Senior Indebtedness, unless and until all such event events of default has have been cured or waived or otherwise has have ceased to existexist or such Designated Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the requisite number of holders of such Designated Senior Indebtedness, no direct or indirect payment of any kind or character (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) may shall be made by or on behalf of such Guarantor of in respect of principal, premium, if any, or interest on account the Securities or to acquire any of its Obligations under its Guaranteethe Securities, other upon acceleration, pursuant to any Offer to Purchase or otherwise during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such Payment ------------------------- Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Blockage Period is in effect and (z) not more than payments made one Guarantor Blockage Period may be commenced with Junior Securities. (c) Notwithstanding respect to any Guarantor during any period of 360 consecutive days. No event of default that existed or was continuing on the foregoing, unless date of commencement of any Guarantor Blockage Period with respect to the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, initiating such Guarantor shall, unless a Guarantor Payment Default with respect Blockage Period (to the extent the holder of such Designated Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of at least not less than 90 consecutive daysdays (it being understood that a subsequent act or event that constitutes a breach of a covenant or other provision, including breach of a financial covenant with respect to a subsequent period, shall be considered a separate event of default from a previous act or event that constitutes a breach of the same covenant or other provision for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by made directly to the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the Holder to, to the holders of Designated Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Senior Indebtedness (or their representative or representatives or a trustee or trustees) notify the Trustee in writing of the amounts then due and owing on such Designated Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities but including any payment constituting any distribution in respect of any other Indebtedness that is subordinated to the Guarantees) by set-off or on behalf of any Guarantor of principal of or interest on the Senior Subordinated Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Senior Subordinated Note, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any nonpayment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "GUARANTOR PAYMENT BLOCKAGE NOTICE") from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such nonpayment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on the Senior Indebtedness Subordinated Notes during a period (a "GUARANTOR BLOCKAGE PERIOD") commencing on the date of receipt of such Guarantor when it becomes due notice by GOF and payableits successors and assigns and ending 179 days thereafter; provided however, whether at maturity that so long as any Indebtedness remains outstanding under the Credit Agreement or at a date fixed for prepayment any replacement, renewal, refinancing or by declaration or otherwise (a “extension thereof, no Guarantor Payment Default”)Blockage Notice may be initiated to block payment of principal or interest on the Senior Subordinated Notes pursuant to the terms of this Section 3.08(a) except by the Administrative Agent (or similar authorized party) under the Credit Agreement or any replacement, unless and until such Guarantor Payment Default has been cured renewal, refinancing or waived or otherwise has ceased to existextension thereof. (b) Upon Notwithstanding anything herein or in the Senior Subordinated Notes to the contrary, (ix) the happening of an in no event of default (other than shall a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360 day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No nonpayment event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders holder of Designated Guarantor Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such nonpayment event of default has been cured or waived for a period of at least not less than 90 consecutive days. (dc) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by made directly to the Trustee at a time holders of Senior Subordinated Notes when such payment is prohibited by the provisions of this Section 10.073.08(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trustee, to recipient thereof (if notice of the holders of Senior Indebtedness of conditions prohibiting such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of such Guarantor.under

No Payment on Guarantees in Certain Circumstances. (a) No payment (Upon the maturity of any Senior Indebtedness by set-off lapse of time, acceleration or otherwise) , unless and until all principal thereof, premium, if any, interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of a any Subsidiary Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon pursuant to the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all Guarantees with respect to the principal of, premium, if any, and interest on such Senior Indebtedness or other amounts owing on the Notes. Upon the happening of such Guarantor are first paid in full in cash or (ii) in the event of any default in the payment of any principal of, premium, if any, or interest on or other amounts due on any Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor "Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”"), then, unless and until such event of default has shall have been cured or waived or otherwise has shall have ceased to exist, no payment (by set-off or otherwise) may shall be made by or on behalf of such any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on account or other amounts owing on the Notes (except that, subject to applicable law, Holders may receive Subordinated Securities of its Obligations under its Guarantee, Subsidiary Guarantors). Upon the happening of any default or event of default (other than payments a Payment Default) (including any event which with the giving of notice or the lapse of time or both would become an event of default and including any default or event of default which would result upon any payment pursuant to the Guarantees) with respect to any Senior Indebtedness of a Subsidiary Guarantor, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Subsidiary Guarantors and the Trustee by a holder or holders of any Designated Senior Indebtedness or their Representative ("Payment Notice"), no payment shall be made by or on behalf of the Subsidiary Guarantors pursuant to the Guarantees with Junior Securities. respect to the principal of, premium, if any, interest on or other amounts owing on the Notes during the period (cthe "Payment Blockage Period") Notwithstanding commencing on the foregoingdate of such receipt of such Payment Notice and ending on the earlier of (i) the date, unless if any, on which such default is cured or waived or ceases to exist or (ii) the date, if any, on which the Designated Senior Indebtedness of such Guarantor in respect of to which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice relates is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be givendischarged; provided, however, that no default or event of default (other than a Payment Default) shall prevent the making of any payment pursuant to the Guarantees for more than 179 days after the Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no event of default that which existed upon or was continuing on the date of such Guarantor any Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement giving of any other Guarantor a subsequent Payment Blockage Period Notice unless all such events of default has shall have been cured or waived for a period of at least 90 180 consecutive days. days after such date, and (diii) if any Subsidiary Guarantor or the Trustee receives any Payment Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default (whether or not such default is on the same issue of Designated Senior Indebtedness) shall not be effective for purposes of this paragraph. The Subsidiary Guarantors shall resume payments of principal of, premium, if any, and interest on the Guarantees (i) in the case of a Payment Default, upon the date such Payment Default is cured or waived by the holders of Senior Indebtedness to which such Payment Default relates and (ii) in the case of a default or event of default (other than a Payment Default) with respect to Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default is cured or (B) the expiration of the Payment Blockage Period with respect thereto if, in the case of this clause (B), this Article Twelve otherwise does not prohibit such payment. In furtherance of the provisions of Section 10.0112.01, in the event that, notwithstanding the foregoing provisions of this Section 10.0712.02, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securitiesa payment in the form of Subordinated Securities of Subsidiary Guarantors) with respect to the principal of, premium, if any or interest on the Notes shall be made by or on behalf of any Subsidiary Guarantor, and received by the Trustee Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a time when such payment is was prohibited by the provisions of this Section 10.0712.02, then, unless and until such payment is no longer prohibited by this Section 12.02, such payment (subject to the provisions of Sections 12.06 and 12.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of Senior Indebtedness of such Guarantor, and shall be immediately paid or delivered by the Trustee, over to the holders of Senior Indebtedness of such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issuedRepresentative, ratably according to the aggregate principal amounts remaining unpaid on account of such the principal of, premium, if any, and interest on the Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaidin accordance with its terms, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness of such GuarantorIndebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off or otherwise) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) declaration or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiuminterest on, if anyunpaid drawings for letters of credit issued in respect of, or interest on regularly accruing fees with respect to, any Guarantor Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity Debt or at a date fixed for prepayment or by declaration or otherwise Senior Debt (a “Guarantor Payment Default”"GUARANTOR PAYMENT DEFAULT"), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off of any kind or otherwise) may character shall be made by or on behalf of such Guarantor or any other Person on account its behalf with respect to any Obligations on the Notes or any of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness obligations of such Guarantor on its Guarantee or to acquire any of the Notes for cash or property or otherwise unless and until such default has been cured, waived or has ceased to exist or such Senior Debt shall have been discharged or paid in respect full in cash, or in any other manner acceptable to the holders of which such Senior Debt. In addition, if any other event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless other than a Guarantor Payment Default (a "GUARANTOR NON-PAYMENT DEFAULT") occurs and is continuing with respect to such any Designated Guarantor Senior Indebtedness Debt of such Guarantor existsGuarantor, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not as such event of default is on defined in the same instrument creating or evidencing such Designated Guarantor Senior Debt, permitting the holders of such Designated Guarantor Senior Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of Designated Guarantor Senior Indebtedness Debt gives written notice of the Guarantor Non-payment Default to the Trustee (a "GUARANTOR DEFAULT NOTICE"), then, unless and until all Guarantor Non-payment Defaults have been cured or waived or have ceased to exist or the Trustee receives notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 180 days after the delivery of such GuarantorGuarantor Default Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither such Guarantor nor any other Person on its behalf shall (x) shall make any payment of any kind or character with respect to any Obligations on the Notes or under its Guarantee or (y) acquire any of the Notes for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor Blockage Period may be made commenced within any 360 consecutive days. In the basis for event that the Representative of holders of both Designated Guarantor Senior Debt and Designated Senior Debt has given a Default Notice to the Company pursuant to the terms of Section 10.12 hereof, such Representative will be deemed to have concurrently given a Guarantor Default Notice hereunder. No Guarantor Non-payment Default which existed or was continuing on the date of the commencement of any other Guarantor Payment Blockage Period with respect to the Designated Senior Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such default has Guarantor Non-payment Default shall have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 Guarantor Blockage Period that, in either case, would give rise to a Guarantor Non-payment Default pursuant to any provisions under which a Guarantor Non-payment Default previously existed or was continuing shall constitute a new Guarantor Non-payment Default for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0711.10(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered to, the holders of Guarantor Senior Debt (PRO RATA to such holders on the basis of the respective amount of Guarantor Senior Debt 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 TrusteeGuarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (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 Indebtedness Debt. Nothing contained in this Article Eleven shall limit the right of such Guarantor remaining unpaid the Trustee or the Holders to take any action to accelerate the maturity of the Notes pursuant to Section 6.02 or to their representative pursue any rights or representatives, remedies hereunder; PROVIDED that all Guarantor Senior Debt thereafter due or declared to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents before the Holders are entitled to receive any concurrent payment of any kind or distribution character with respect to the holders Obligations on the Notes or on account of such Senior Indebtedness of such any Guarantor's Guarantee.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities but including any payment constituting any distribution in respect of any other Indebtedness that is subordinated to the Guarantees) by set-off or on behalf of any Guarantor of principal of or interest on the Senior Subordinated Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Senior Subordinated Note, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any nonpayment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such nonpayment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on the Senior Indebtedness Subordinated Notes during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such Guarantor when it becomes due notice by GOF and payableits successors and assigns and ending 179 days thereafter; provided however, whether at maturity that so long as any Indebtedness remains outstanding under the Credit Agreement or at a date fixed for prepayment any replacement, renewal, refinancing or by declaration or otherwise (a “extension thereof, no Guarantor Payment Default”)Blockage Notice may be initiated to block payment of principal or interest on the Senior Subordinated Notes pursuant to the terms of this Section 3.08(a) except by the Administrative Agent (or similar authorized party) under the Credit Agreement or any replacement, unless and until such Guarantor Payment Default has been cured renewal, refinancing or waived or otherwise has ceased to existextension thereof. (b) Upon Notwithstanding anything herein or in the Senior Subordinated Notes to the contrary, (ix) the happening of an in no event of default (other than shall a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360 day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No nonpayment event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders holder of Designated Guarantor Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such nonpayment event of default has been cured or waived for a period of at least not less than 90 consecutive days. (dc) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by made directly to the Trustee at a time holders of Senior Subordinated Notes when such payment is prohibited by the provisions of this Section 10.073.08(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trustee, recipient thereof (if notice of the conditions prohibiting such payment under Section 3.08(a) has been received by the holders of Senior Subordinated Notes) to the holders of such Designated Guarantor Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Guarantor Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment holders of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Subordinated Notes to the holders of such Designated Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Guarantor Senior Indebtedness (or their representative or representatives or a trustee or trustees) notify the holders of Senior Subordinated Notes in writing of the amounts then due and owing on such Designated Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the holders of Senior Subordinated Notes shall be paid to the holders of such Designated Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No payment (by set-off of any kind or otherwise) character shall be made by or on behalf of a any Guarantor or any other Person on behalf of such Guarantor with respect to any Obligations of such Guarantor on account the Securities or under the Guarantee of its Obligations on its Guarantee (other than Junior Securities), the Securities of such Guarantor or to acquire any of the Securities for cash or property or otherwise if (i) any default occurs and is continuing in the payment when due, whether at maturity, upon the maturity of any Senior Indebtedness of such Guarantor redemption, by lapse of time, acceleration (unless waived) declaration or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, interest on, unpaid drawings for letters of credit issued in respect of, or interest on Senior Indebtedness of such Guarantor when it becomes due and payableregularly accruing fees with respect to, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of any Designated Senior Indebtedness Debt of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and any Guarantor, or (ii) written notice any other default occurs and is continuing with respect to Designated Senior Debt of such event of default given to such Guarantor, the Company and the Trustee by the representative of the any Guarantor that permits holders of such Designated Senior Indebtedness Debt then outstanding to accelerate the maturity thereof and, in the case of this clause (ii), the Trustee receives a notice of such Guarantor default (a “"Guarantor Payment Default Notice”), then, unless ") from the Representative for the respective issue of Designated Senior Debt. Payments may and until such event of default has been cured or waived or otherwise has ceased shall be resumed with respect to exist, no payment (by set-off or otherwise) may be made by or on behalf any Obligations of such Guarantor on account of its Obligations the Securities or under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness Guarantee of such Guarantor in respect of the Securities or with respect to the acquisition of any of the Securities for cash or property or otherwise (x) in the case of a payment default described in clause (i) above, upon the date on which such event default is cured or waived and (y) in the case of a default exists has described in clause (ii) above, the earliest of (a) the date on which all such defaults have been declared due and payable in its entirety within cured or waived, (b) 179 days after the date on which the applicable Guarantor Payment Default Notice is delivered as set forth above received, (c) the “date such Designated Senior Debt shall have been paid in full in cash or (d) the date such Guarantor Payment Blockage Period”) (and such declaration has not Period shall have been rescinded or waived), at terminated by written notice to the end Trustee from the Representative of the Designated Senior Debt initiating such Guarantor Payment Blockage Period, after which, in the case of clauses (a), (b), (c) and (d), such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, shall resume making any and all required payments in respect of its Obligations under its Guarantee. Any number the Securities, including any payments not made to the Holders of the Securities during the Guarantor Payment Notices may be given; providedBlockage Period due to the foregoing prohibitions, however, that unless the provisions described in clause (i) not more than one above or the provisions of Section 12.03 are then applicable. No new Guarantor Payment Notice shall Blockage Period may be given within a period commenced unless and until 360 days have elapsed since the effectiveness of any 360 consecutive days, and (ii) no the immediately prior Guarantor Blockage Period. No default that which existed upon or was continuing on the date of such delivery of any Guarantor Payment Default Notice if with respect to the representative of the holders of Designated Senior Indebtedness Debt shall be, or be made, the basis of a subsequent Guarantor Default Notice by the Representative of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period Debt, unless such default has shall have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 Guarantor Blockage Period, that, in either case, would give rise to such a default pursuant to any provision under which such default previously existed or was continuing shall constitute a new default for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at or any Holder of a time Guarantee when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amount of such Guarantor remaining unpaid Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to their representative or representativesrely on information regarding amounts then due and owing on such Guarantor Senior Debt, or to if any, received from the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness holders of such Guarantor may have been issuedSenior Debt (or their Representatives) or, ratably according if such information is not received from such holders or their Representatives, from the Issuer or the Guarantors and only amounts included in the information provided to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee shall be paid to the holders of such Guarantor Senior Indebtedness Debt. (c) Nothing contained in this Article Twelve shall limit the right of such Guarantorthe Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to be due shall first be paid in full in cash before the Holders are entitled to receive any payment with respect to Obligations on the Guarantees.

No Payment on Guarantees in Certain Circumstances. (a) No payment (by set-off of any kind or otherwise) character shall be made by or on behalf of a any Guarantor or any other Person on behalf of such Guarantor with respect to any Obligations of such Guarantor on account the Securities or under the Guarantee of its Obligations on its Guarantee (other than Junior Securities), the Securities of such Guarantor or to acquire any of the Securities for cash or property or otherwise if (i) any default occurs and is continuing in the payment when due, whether at maturity, upon the maturity of any Senior Indebtedness of such Guarantor redemption, by lapse of time, acceleration (unless waived) declaration or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, interest on, unpaid drawings for letters of credit issued in respect of, or interest on regularly accruing fees with respect to, Guarantor Senior Indebtedness Debt of such Guarantor when it becomes due and payableany Guarantor, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (bii) Upon (i) the happening of an any other event of default (other than a Guarantor Payment Default) that permits occurs and is continuing with respect to Designated Senior Debt of any Guarantor, as such event of default is defined in the instrument creating or evidencing such Designated Senior Debt, permitting the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness Debt then outstanding to accelerate the maturity thereof and, in the case of such Guarantor to be due and payable and this clause (ii) written ), the Trustee receives a notice of such event of default given to such Guarantor, (a "Guarantor Default Notice") from the Company and Representative for the Trustee by the representative respective issue of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless Debt. Payments may and until such event of default has been cured or waived or otherwise has ceased shall be resumed with respect to exist, no payment (by set-off or otherwise) may be made by or on behalf any Obligations of such Guarantor on account of its Obligations the Securities or under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness Guarantee of such Guarantor in respect of the Securities or with respect to the acquisition of any of the Securities for cash or property or otherwise (x) in the case of a payment default described in clause (i) above, upon the date on which such event default is cured or waived and (y) in the case of a default described in clause (ii) above, the earlier of (a) the date on which all such events of default exists has have been declared due and payable in its entirety within cured or waived, (b) 179 days after the date on which the applicable Guarantor Payment Default Notice is delivered as set forth above received, (c) the “date such Designated Senior Debt shall have been paid in full in cash or (d) the date such Guarantor Payment Blockage Period”) (and such declaration has not Period shall have been rescinded or waived), at terminated by written notice to the end Trustee from the Representative of the Designated Senior Debt initiating such Guarantor Payment Blockage Period, after which, in the case of clauses (a), (b), (c) and (d), such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, shall resume making any and all required payments in respect of its Obligations under its Guarantee. Any number the Securities, including any payments not made to the Holders of the Securities during the Guarantor Payment Notices may be given; providedBlockage Period due to the foregoing prohibitions, however, that unless the provisions described in clause (i) not more than one above or the provisions of Section 12.03 are then applicable. No new Guarantor Payment Notice shall Blockage Period may be given within a period commenced unless and until 360 days have elapsed since the effectiveness of any 360 consecutive days, and (ii) no the immediately prior Guarantor Blockage Period. No event of default that which existed upon or was continuing on the date of such delivery of any Guarantor Payment Default Notice if with respect to the representative of the holders of Designated Senior Indebtedness Debt shall be, or be made, the basis of a subsequent Guarantor Default Notice by the Representative of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not Designated Senior Debt, unless such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless such default has have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 Guarantor Blockage Period that, in either case, would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at or any Holder of a time Guarantee when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amount of such Guarantor remaining unpaid Senior Debt held by such holders) or their respective Representatives, as their respective interests may appear. The Trustee shall be entitled to their representative or representativesrely on information regarding amounts then due and owing on such Guarantor Senior Debt, or to if any, received from the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness holders of such Guarantor may have been issuedSenior Debt (or their Representatives) or, ratably according if such information is not received from such holders or their Representatives, from the Issuer or the Guarantors and only amounts included in the information provided to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee shall be paid to the holders of such Guarantor Senior Indebtedness Debt. (c) Nothing contained in this Article Twelve shall limit the right of such Guarantorthe Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to be due shall first be paid in full in cash before the Holders are entitled to receive any payment with respect to Obligations on the Guarantees.

No Payment on Guarantees in Certain Circumstances. (a) No payment or distribution (by set-off other than a payment or otherwisedistribution in the form of Permitted Junior Securities) shall be made by of any assets or on behalf securities of a Guarantor on account or any subsidiary thereof of any kind or character (including, without limita- 110 -102- tion, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of such Guarantor being subordinated to its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwiseGuarantee) may be made by or on behalf of such Guarantor Guarantor, including, without limitation, by way of set-off or otherwise, for or on account of its Obligations under on its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding and neither the foregoingTrustee nor any holder or owner of any Notes shall take or receive from any Guarantor, unless the Designated Senior Indebtedness of such Guarantor directly or indirectly in any manner, payment in respect of which all or any portion of its Obligations on its Guarantee following the delivery by the representative of the holders of Guarantor Senior Indebtedness (the "Guarantor Representative") to the Trustee of written notice of the occurrence of a Payment Default in respect of Guarantor Senior Indebtedness, and in any such event event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of default exists has been declared due and payable in its entirety within 179 days after the following paragraph, the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, shall resume making any and all required payments in respect of the Obligations on its Guarantee, including any missed payments. Upon the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness which constitutes Guarantor Senior Indebtedness of any Guarantor, no payment or distribution (other than a payment or distribution in the form of Permitted Junior Securities) of any assets of such Guarantor of any kind may be made by such Guarantor, including, without limitation, by way of set-off or otherwise, on account of any of its Obligations under on its Guarantee, for a period (a "Guarantor Blockage Period") commencing on the date of receipt by the Trustee of written notice from the Guarantor Representative of such Non-Payment Event of Default unless and until (subject to any blockage of payments that may then be in effect under the preceding paragraph) (x) more than 179 days shall have elapsed since receipt of such written notice by the Trustee, (y) such Non-Payment Event of Default shall have been cured or waived in writing or shall have ceased to exist or such Designated Senior Indebtedness constituting Guarantor Senior Indebtedness shall have been paid in full or (z) such Guarantor Blockage Period shall have been terminated by written notice to the Guarantor or the Trustee from such Guarantor Representative, after which, in the case of clause (x), (y) or (z), the Guarantor shall resume making any and all required payments in respect of Obligations on its Guarantee, including any missed payments. Notwithstanding any other provision of the Indenture, in no event shall a Guarantor Blockage Period commenced in accordance with the provisions of the Indenture described in this paragraph ex- tend beyond 179 days from the date of the receipt by the Trustee of the notice referred to above (the "Initial Guarantor Blockage Period"). Any number of additional Guarantor Payment Notices Blockage Periods may be givencommenced during the Initial Guarantor Blockage Period; provided, however, that no such additional Guarantor Blockage Period shall extend beyond the Initial Guarantor Blockage Period. After the expiration of the Initial Guarantor Blockage Period, no Guarantor Blockage Period may be commenced until at least 180 consecutive days have elapsed from the last day of the Initial Guarantor Blockage Period. Notwithstanding any other provision of the Indenture, no event of default with respect to Designated Senior Indebtedness constituting Guarantor Senior Indebtedness (iother than a Payment Default) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that which existed upon or was continuing on the date of such the commencement of any Guarantor Payment Notice if Blockage Period initiated by the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Representative shall be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other a second Guarantor Payment Blockage Period initiated by the Guarantor Representative, whether or not within the Initial Guarantor Blockage Period, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0711.10(a), such payment shall be held in trust for the benefit of of, shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amount of Guarantor Senior Indebtedness held by such Guarantorholders) 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 Indebtedness, if any, received from the holders of Guarantor Senior Indebtedness (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 or delivered by the Trustee, to the holders of Guarantor Senior Indebtedness. Nothing contained in this Article Eleven 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; provided that all Senior Indebtedness of such Guarantor remaining unpaid thereafter due or declared to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents before the Holders are entitled to receive any concurrent payment of any kind or distribution character with respect to the holders Obligations on the Notes or on account of such Senior Indebtedness of such any Guarantor's Guarantee.

No Payment on Guarantees in Certain Circumstances. (a) No payment (Upon the maturity of any Senior Indebtedness by set-off lapse of time, acceleration or otherwise) , unless and until all principal thereof, premium, if any, interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of a any Subsidiary Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon pursuant to the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all Guarantees with respect to the principal of, premium, if any, and interest on such Senior Indebtedness or other amounts owing on the Securities. Upon the happening of such Guarantor are first paid in full in cash or (ii) in the event of any default in the payment of any principal of, premium, if any, or interest on or other amounts due on any Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor "Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”"), then, unless and until such event of default has shall have been cured or waived or otherwise has shall have ceased to exist, no payment (by set-off or otherwise) may shall be made by or on behalf of such any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on account or other amounts owing on the Securities (except that, subject to applicable law, Holders may receive Subordinated Securities of its Obligations under its Guarantee, Subsidiary Guarantors). Upon the happening of any default or event of default (other than payments a Payment Default) (including any event which with the giving of notice or the lapse of time or both would become an event of default and including any default or event of default which would result upon any payment pursuant to the Guarantees) with respect to any Senior Indebtedness of a Subsidiary Guarantor, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Subsidiary Guarantors and the Trustee by a holder or holders of any Designated Senior Indebtedness or their Representative ("Payment Notice"), no payment shall be made by or on behalf of the Subsidiary Guarantors pursuant to the Guarantees with Junior Securities. respect to the principal of, premium, if any, interest on or other amounts owing on the Securities during the period (cthe "Payment Blockage Period") Notwithstanding commencing on the foregoingdate of such receipt of such Payment Notice and ending on the earlier of (i) the date, unless if any, on which such default is cured or waived or ceases to exist or (ii) the date, if any, on which the Designated Senior Indebtedness of such Guarantor in respect of to which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice relates is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be givendischarged; provided, however, that no default or event of default (other than a Payment Default) shall prevent the making of any payment pursuant to the Guarantees for more than 179 days after the Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no event of default that which existed upon or was continuing on the date of such Guarantor any Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement giving of any other Guarantor a subsequent Payment Blockage Period Notice unless all such events of default has shall have -57- 64 been cured or waived for a period of at least 90 180 consecutive days. days after such date, and (diii) if any Subsidiary Guarantor or the Trustee receives any Payment Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default (whether or not such default is on the same issue of Designated Senior Indebtedness) shall not be effective for purposes of this paragraph. The Subsidiary Guarantors shall resume payments of principal of, premium, if any, and interest on the Guarantees (i) in the case of a Payment Default, upon the date such Payment Default is cured or waived by the holders of Senior Indebtedness to which such Payment Default relates and (ii) in the case of a default or event of default (other than a Payment Default) with respect to Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default is cured or (B) the expiration of the Payment Blockage Period with respect thereto if, in the case of this clause (B), this Article Twelve otherwise does not prohibit such payment. In furtherance of the provisions of Section 10.0112.01, in the event that, notwithstanding the foregoing provisions of this Section 10.0712.02, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securitiesa payment in the form of Subordinated Securities of Subsidiary Guarantors) with respect to the principal of, premium, if any or interest on the Securities shall be made by or on behalf of any Subsidiary Guarantor, and received by the Trustee Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a time when such payment is was prohibited by the provisions of this Section 10.0712.02, then, unless and until such payment is no longer prohibited by this Section 12.02, such payment (subject to the provisions of Sections 12.06 and 12.07) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of Senior Indebtedness of such Guarantor, and shall be immediately paid or delivered by the Trustee, over to the holders of Senior Indebtedness of such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issuedRepresentative, ratably according to the aggregate principal amounts remaining unpaid on account of such the principal of, premium, if any, and interest on the Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaidin accordance with its terms, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness of such GuarantorIndebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No payment (Upon the maturity of any Senior Indebtedness by set-off lapse of time, acceleration or otherwise) , unless and until all principal thereof, premium, if any, interest thereon and other amounts due thereon shall first be paid in full, no payment shall be made by or on behalf of a any Subsidiary Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon pursuant to the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all Guarantees with respect to the principal of, premium, if any, and interest on such Senior Indebtedness or other amounts owing on the Notes. Upon the happening of such Guarantor are first paid in full in cash or (ii) in the event of any default in the payment of any principal of, premium, if any, or interest on or other amounts due on any Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor "Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”"), then, unless and until such event of default has shall have been cured or waived or otherwise has shall have ceased to exist, no payment (by set-off or otherwise) may shall be made by or on behalf of such any Subsidiary Guarantor pursuant to the Guarantees with respect to the principal of, premium, if any, interest on account or other amounts owing on the Notes (except that, subject to applicable law, Holders may receive Subordinated Securities of its Obligations under its Guarantee, Subsidiary Guarantors). Upon the happening of any default or event of default (other than payments a Payment Default) (including any event which with the giving of notice or the lapse of time or both would become an event of default and including any default or event of default which would result upon any payment pursuant to the Guarantees) with respect to any Senior Indebtedness of a Subsidiary Guarantor, as such default or event of default is defined therein or in the instrument or agreement or other document under which it is outstanding, then upon written notice thereof given to the Subsidiary Guarantors and the Trustee by a holder or holders of any Designated Senior Indebtedness or their representative ("Payment Notice"), no payment shall be made by or on behalf of the Subsidiary Guarantors pursuant to the Guarantees with Junior Securities. respect to the principal of, premium, if any, interest on or other amounts owing on the Notes during the period (cthe "Payment Blockage Period") Notwithstanding commencing on the foregoingdate of such receipt of such Payment Notice and ending on the earlier of (i) the date, unless if any, on which such default is cured or waived or ceases to exist or (ii) the date, if any, on which the Designated Senior Indebtedness of such Guarantor in respect of to which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice relates is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be givendischarged; provided, however, that no default or event of default (other than a Payment Default) shall prevent the making of any payment pursuant to the Guarantees for more than 179 days after the Payment Notice shall have been given. Notwithstanding the foregoing, (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no event of default that which existed upon or was continuing on the date of such Guarantor any Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement giving of any other Guarantor a subsequent Payment Blockage Period Notice unless all such events of default has shall have been cured or waived for a period of at least 90 180 consecutive days. days after such date, and (diii) if any Subsidiary Guarantor or the Trustee receives any Payment Notice, a similar notice relating to or arising out of the same default or facts giving rise to such default (whether or not such default is on the same issue of Designated Senior Indebtedness) shall not be effective for purposes of this paragraph. The Subsidiary Guarantors shall resume payments of principal of, premium, if any, and interest on the Guarantees (i) in the case of a Payment Default, upon the date such Payment Default is cured or waived by the holders of Senior Indebtedness to which such Payment Default relates and (ii) in the case of a default or event of default (other than a Payment Default) with respect to Designated Senior Indebtedness, on the earlier of (A) the date such default or event of default is cured or (B) the expiration of the Payment Blockage Period with respect thereto if, in the case of this clause (B), this Section 12.12 otherwise does not prohibit such payment. In furtherance of the provisions of Section 10.0112.12(a), in the event that, notwithstanding the foregoing provisions of this Section 10.0712.12(b), any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securitiesa payment in the form of Subordinated Securities of Subsidiary Guarantors) with respect to the principal of, premium, if any or interest on the Notes shall be made by or on behalf of any Subsidiary Guarantor, and received by the Trustee Trustee, by any Holder or by any Paying Agent (or, if the Company is acting as its own Paying Agent, money for any such payment shall be segregated and held in trust), at a time when such payment is was prohibited by the provisions of this Section 10.0712.02, then, unless and until such payment is no longer prohibited by this Section 12.12(b), such payment (subject to the provisions of Sections 12.12(f) and 12.12(g)) shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of Senior Indebtedness of such Guarantor, and shall be immediately paid or delivered by the Trustee, over to the holders of Senior Indebtedness of such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issuedrepresentative, ratably according to the aggregate principal amounts remaining unpaid on account of such the principal of, premium, if any, and interest on the Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaidin accordance with its terms, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. The provisions of this Section 12.12(b) shall not modify or limit in any way the application of Section 12.12(c). Each Subsidiary Guarantor shall give prompt written notice to the Trustee of any default in the payment of any Senior Indebtedness of such GuarantorSubsidiary Guarantor or any acceleration under any such Senior Indebtedness or under any agreement pursuant to which such Senior Indebtedness may have been issued. Failure to give such notice shall not affect the 31 subordination of the Guarantees to the Senior Indebtedness or the application of the other provisions provided in this Section 12.12.

No Payment on Guarantees in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off declaration or otherwise, of any principal of, interest on or any other amounts owing with respect to any Guarantor Senior Debt, no payment of any kind or character (except for guarantees of Permitted Securities on the same basis as the Guarantees) shall be made by any Guarantor or any other Person on behalf of a such Guarantor on account of its with respect to any Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity Securities or under the Guarantees or to acquire any of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) the Securities for cash or property or otherwise, unless and until all principal of, premium. In addition, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the any other event of default in the payment of any principal of, premium, occurs and is continuing (or if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than would occur upon any payment with respect to the Securities or would arise upon the passage of time as a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness result of such payment) with respect to an Designated Guarantor to be due and payable and Senior Debt (ii) written notice of as such event of default given to is defined in the instrument creating or evidencing such Guarantor, the Company Designated Guarantor Senior Debt) and the Trustee by the representative such event of default permits the holders of such Designated Guarantor Senior Indebtedness Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Designated Guarantor (Senior Debt gives a “Guarantor Payment Notice”)Default Notice to the Company, the Guarantors and the Trustee, then, unless and until such event all events of default has have been cured or waived or otherwise has have ceased to existexist or the Company, no payment (by set-off or otherwise) may be made by or the Guarantors and the Trustee receive notice from the Representative for the respective issue of Designated Guarantor Senior Debt terminating the Blockage Period, neither the Guarantors nor any other Person on behalf of such Guarantor the Guarantors shall make any payment of any kind or character (except for guarantees of Permitted Securities on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (cthe same basis as the Guarantees) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to any Obligations of a Guarantor on the Securities or under the Guarantees or to acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Securities was due and only one such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices Blockage Period may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given commenced within a period of any 360 consecutive days. For all purposes of this Section 12.09(a), and (ii) no event of default that which existed upon or was continuing on the date of the commencement of any Blockage Period with respect to the Designated Guarantor Senior Debt initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period shall be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment a second Blockage Period by the Representative of such Designated Guarantor Senior Debt, whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at or any Holder of a time Guarantee when such payment is prohibited by the provisions of this Section 10.0712.09(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such Guarantor remaining unpaid holders) or to their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor as their respective interests may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of such Guarantor.appear. The Trustee shall be

No Payment on Guarantees in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off or otherwise) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) declaration or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premiuminterest on, reimbursement for drawings under letters of credit issued as part of, or regularly accruing fees with respect to, any Guarantor Designated Senior Debt, no payment of any kind or character shall be made by such Guarantor or any of its Subsidiaries with respect to any Obligations on its Guarantee or to acquire any of the Notes or the related Guarantee for cash or property. In addition, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an any other event of default (other than a occurs and is continuing with respect to any Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of Debt, as such event of default given to is defined in the instrument creating or evidencing such GuarantorGuarantor Designated Senior Debt, the Company and the Trustee by the representative of permitting the holders of such Guarantor Designated Senior Debt then outstanding to accelerate the maturity thereof (or, in the case of any Guarantor Designated Senior Debt consisting of a guarantee, the maturity of the Indebtedness so guaranteed) and if the Representative for the respective issue of such Guarantor Designated Senior Debt gives written notice of the event of default to the Trustee (a “Guarantor Payment Notice”"GUARANTOR PAYMENT BLOCKAGE NOTICE"), then, unless and until such event all events of default has have been cured or waived or otherwise has have ceased to existexist or the Trustee receives notice from the Representative for the respective issue of Guarantor Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), no payment (by set-off or otherwise) may be made by or on behalf during the 180 days after the delivery of such Guarantor on account Payment Blockage Notice (the "GUARANTOR BLOCKAGE PERIOD"), neither the Guarantor nor any of its Subsidiaries shall: (x) make any payment of any kind or character with respect to any Obligations under on the Notes or its GuaranteeGuarantee or (y) acquire any of the Notes or the related Guarantee for cash or property. Notwithstanding anything herein to the contrary, other than payments made in no event shall a Guarantor Blockage Period extend beyond 180 days from the date of the commencement of the Guarantor Blockage Period and only one such Guarantor Blockage Period may be commenced within any 360 consecutive days. No event of default which existed or was continuing on the date of the commencement of any Guarantor Blockage Period with Junior Securities. (c) Notwithstanding respect to the foregoing, unless the Guarantor Designated Senior Indebtedness Debt shall be, or be made, the basis for commencement of a second Guarantor Blockage Period by the Representative of such Guarantor in respect Designated Senior Debt whether or not within a period of which 360 consecutive days, unless such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made the basis for the commencement of any other Guarantor Payment Blockage Period unless such default has have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 Guarantor 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). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.2(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such Guarantor remaining unpaid holders) or to their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor as their respective interests may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachappear, for application to the payment of the Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness of such Guarantor remaining unpaidDebt has been paid in full, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment payment, distribution or distribution provision therefor to or for the holders of Guarantor Senior Debt. The Trustee shall be entitled to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of Guarantor Senior Debt (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 such Guarantor Senior Indebtedness Debt. (c) Nothing contained in this Article XII shall limit the right of such Guarantorthe Trustee or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to Section 6.2 or to pursue any rights or remedies hereunder.

No Payment on Guarantees in Certain Circumstances. (ai) No direct or indirect payment of any kind or character (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) shall be made by or on behalf of a any Guarantor on account in respect of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on the Notes pursuant to such Guarantor's Guarantee or to acquire any of the Notes, whether pursuant to the terms of the Notes, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations in respect of any Designated Senior Indebtedness of such Guarantor when it becomes due and payableGuarantor, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an this sentence waived by or on behalf of the requisite number of holders of such Designated Senior Indebtedness. In addition, if any non-payment event of default (other than a Guarantor Payment Default) that permits the holders of occurs with respect to any Designated Senior Indebtedness of a Guarantor pursuant to declare such Designated Senior Indebtedness which the maturity thereof may be immediately accelerated, then upon and after receipt by the Company (who shall provide notice thereof to the Holders) of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, (a "Guarantor Payment Blockage Notice") from the Company and the Trustee by the representative of the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Guarantor (a “Guarantor Payment Notice”), thenDesignated Senior Indebtedness, unless and until all such event events of default has have been cured or waived or otherwise has have ceased to existexist or such Designated Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the requisite number of holders of such Designated Senior Indebtedness, no direct or indirect payment of any kind or character (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) may shall be made by or on behalf of such Guarantor of in respect of principal, premium, if any, or interest on account the Notes or to acquire any of its Obligations under its Guaranteethe Notes, other upon acceleration, pursuant to any Offer to Purchase or otherwise during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such Payment Blockage Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Notes to the contrary, (x) in no event shall a Guarantor Blockage Period extend beyond 179 days from the date the Guarantor Payment Blockage Notice in respect thereof was given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Guarantor Blockage Period is in effect and (z) not more than payments made one Guarantor Blockage Period may be commenced with Junior Securities. (c) Notwithstanding respect to any Guarantor during any period of 360 consecutive days. No event of default that existed or was continuing on the foregoing, unless date of commencement of any Guarantor Blockage Period with respect to the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, initiating such Guarantor shall, unless a Guarantor Payment Default with respect Blockage Period (to the extent the holder of such Designated Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of at least not less than 90 consecutive daysdays (it being understood that a subsequent act or event that constitutes a breach of a covenant or other provision, including breach of a financial covenant with respect to a subsequent period, shall be considered a separate event of default from a previous act or event that constitutes a breach of the same covenant or other provision for this purpose). (dii) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time made directly to any Holder when such payment is prohibited by the provisions of this Section 10.0720(b)(i), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the TrusteeCompany or the Holder to, to the holders of Designated Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution that, upon notice to the holders of such Designated Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Senior Indebtedness (or their representative or representatives or a trustee or trustees) notify the Company in writing of the amounts then due and owing on such Designated Senior Indebtedness, if any, and only the amounts specified in such notice to the Company shall be paid to the holders of such Designated Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (by set-off or otherwise) shall be made by or on behalf of a any Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest (including Additional Interest) on the Securities (other than payments to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01) pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations under or in respect of any Designated Senior Indebtedness Debt of such Guarantor when it becomes due and payable, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an event this sentence waived by or on behalf of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness Debt. In addition, during the continuance of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such any non-payment default or non-payment event of default given with respect to such Guarantorany Designated Senior Debt pursuant to which the maturity thereof may be accelerated, the Company and upon receipt by the Trustee by of written notice (the representative "Guarantor Payment Blockage Notice") from a holder or holders of such --------------------------------- Designated Senior Debt or the holders trustee or agent acting on behalf of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”)Debt, then, unless and until such default or event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Debt has been discharged or repaid in full in cash, or the requisite holders of such Designated Senior Debt have otherwise agreed in writing, no payment (by set-off or otherwise) may distribution will be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, or with respect to the Securities (other than payments made with Junior Securities. to Holders from funds held in trust for the benefit of Holders pursuant to Section 9.01), during a period (ca "Guarantor Blockage Period") Notwithstanding commencing on the foregoing, unless the Designated Senior Indebtedness date of receipt of ------------------------- such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”Notice by the Trustee and ending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) (and such declaration has not been rescinded or waived), at in no event shall a Guarantor Blockage Period extend beyond 179 days from the end of date the Guarantor Payment Blockage Period, such Notice was given and (y) there must be 180 days in any 360 day period during which no Guarantor shall, unless a Guarantor Payment Default Blockage Period is in effect with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its GuaranteeGuarantor. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not Not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to each Guarantor during any period of any 360 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period may be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Designated Senior Indebtedness of such Guarantor remaining unpaid Debt or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Senior Indebtedness Debt that such prohibited payment has been made, the holders of such GuarantorDesignated Senior Debt (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Senior Debt.

No Payment on Guarantees in Certain Circumstances. (a) Payments ----------------------------------------------------------- Held in Trusts. -------------- A. No Payments in Certain Circumstances. No direct or indirect ------------------------------------ payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) shall be made by or on behalf of a any Guarantor of principal of or interest on account the Loans or Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of its Obligations on its Guarantee (other than Junior Securities)the Loans or Notes, (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal ofshall be made if, premium, if any, and interest on such Senior Indebtedness at the time of such Guarantor are first paid in full in cash or (ii) in the event of payment, there exists a default in the payment of all or any principal of, premium, if any, or interest portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor when it becomes due and payableGuarantor, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an this sentence waived by or on behalf of the Lenders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any nonpayment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the An-anger of written notice (other than a the "Guarantor Payment DefaultBlockage Notice") that permits from the holders Lender or Lenders of --------------------------------- such Designated Guarantor Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, or the Company and the Trustee by the representative of the holders Arranger or agent acting on behalf of such Designated Guarantor Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”)Indebtedness, then, unless and until such event of default has been cured or waived or otherwise has ceased to existexist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the Lenders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) may shall be made by or on behalf of such Guarantor of principal or interest on account the during a period (a "Guarantor Blockage Period") commencing on the date of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness receipt of such Guarantor in respect of which such event of default exists has been declared due ------------------------- notice by the Arranger and payable in its entirety within ending 179 days after thereafter. Notwithstanding anything herein or in the Loans or Notes to the contrary, (x) in no event shall a Guarantor Payment Notice is delivered as set forth above (Blockage Period extend beyond 179 days from the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360- day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No event of default that existed upon or was continuing on the date of commencement of any other Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders Lender of Designated Guarantor Senior Indebtedness Indebtedness, or the trustee or agent acting on behalf of such Designated Guarantor that gave Senior Indebtedness, giving notice commencing such Guarantor Payment Notice knew Blockage Period had knowledge of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the Lender or Lenders of such Designated Guarantor Senior Indebtedness or the Arranger or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of at least not less than 90 consecutive days. (d) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time when such payment is prohibited by the provisions of this Section 10.07, such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantor, and shall be paid or delivered by the Trustee, to the holders of Senior Indebtedness of such Guarantor remaining unpaid or to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of such Guarantor.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities and excluding any Defeasance Trust Payment but including the establishment of a Defeasance Trust) shall be made by or on behalf of a any Subsidiary Guarantor pursuant to its Guarantee of principal of or interest or liquidated damages on the Notes, or for or on account of its Obligations the purchase, redemption or other acquisition of the Notes by or on its Guarantee (other than Junior Securities)behalf of the Company, (i) whether pursuant to the terms of the Notes, upon the maturity acceleration, pursuant to an Offer, a Change of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) Control Offer or otherwise, unless and until all principal ofwill be made (including, premiumwithout limitation, if anyby way of set-off) if, and interest on such Senior Indebtedness at the time of such Guarantor are first paid in full in cash or (ii) in the event of payment, there exists a default in the payment of all or any principal of, premium, if any, or interest portion of the obligations on any Designated Senior Indebtedness Debt guaranteed by such Subsidiary Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor when it becomes due and payableSubsidiary Guarantor), whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee this sentence waived by the representative or on behalf of the holders of such Designated Senior Indebtedness Debt. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Guarantor Payment Blockage Notice") from the holder or --------------------------------- holders of such Guarantor (a “Guarantor Payment Notice”)Designated Senior Debt or the trustee or agent acting on behalf of the holders of such Designated Senior Debt, then, unless and until such event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Debt has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Debt, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment but including the establishment of the Defeasance Trust) will be made (including, without limitation, by way of set-off or otherwiseoff) may be made by or on behalf of such Subsidiary Guarantor pursuant to its Guarantee of principal of or interest or liquidated damages on the Notes, or for or on account of its Obligations under its Guaranteethe purchase, redemption or other than payments made with Junior Securities. acquisition of the Notes by or on behalf of the Company, to such Holders, during a period (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “a "Guarantor Payment Blockage -------------------------- Period”") commencing on the date of receipt of such notice by ------ the Trustee and ending 179 days thereafter. Notwithstanding anything in the subordination provisions of this Indenture or the Notes to the contrary, (and such declaration has not been rescinded or waived), at x) in no event will a Guarantor Payment Blockage Period extend beyond 179 days from the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices may be thereof was given; provided, however, that and (iy) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to the Notes during any period of any 360 consecutive days, and (ii) no . No event of default that existed upon or was continuing on the date of commencement of any Guarantor Payment Blockage Period with respect to the Designated Senior Debt initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders holder of Designated Senior Indebtedness of such Guarantor that gave Debt, or trustee or agent, giving notice commencing such Guarantor Payment Notice knew Blockage Period had knowledge of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0711.10(a), such payment shall be held in trust for the benefit of of, shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such Guarantorholders) 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, if any, received from the holders of Guarantor Senior Debt (or their Representatives) or, if such information is not received from such holders or their Representatives, from such Subsidiary Guarantor and only amounts included in the information provided to the Trustee shall be paid or delivered by the Trustee, to the holders of Guarantor Senior Indebtedness Debt. Nothing contained in this Article Eleven shall limit the right of such Guarantor remaining unpaid 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 their representative pursue any rights or representatives, remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents before the Holders are entitled to receive any concurrent payment of any kind or distribution character with respect to the holders Obligations on the Notes or on account of such Senior Indebtedness of such any Subsidiary Guarantor's Guarantee.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) shall be made by or on behalf of a any Guarantor of principal of, or interest on account or to purchase, redeem or defease the Securities, except from those funds held in trust for the benefit of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity Holders of any Senior Indebtedness Securities pursuant to the procedures set forth in Article Eight hereof, pursuant to such Guarantor's Guarantee, whether pursuant to the terms of such Guarantor by lapse of timethe Securities, upon acceleration (unless waived) or otherwise, unless and until all principal ofshall be made if, premium, if any, and interest on such Senior Indebtedness at the time of such Guarantor are first paid in full in cash or (ii) in the event of payment, there exists a default in the payment of all or any principal of, premium, if any, or interest portion of the obligations on any Guarantor Senior Indebtedness of such Guarantor when it becomes due and payableGuarantor, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment or by declaration purchase, acceleration or otherwise (a “Guarantor Payment Default”)otherwise, unless that continues beyond any applicable period of grace, and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee this sentence waived by the representative or on behalf of the holders of such Guarantor Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor (a “Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Payment Notice”)Senior Indebtedness, then, unless and until such event of default has been cured or waived or otherwise has ceased to existexist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) may shall be made by or on behalf of such Guarantor of principal, or interest on account or to purchase, redeem or defease the Securities, except from those funds held in trust for the benefit of its Obligations under its Guaranteethe Holders of any Securities pursuant to the procedures set forth in Article Eight, other than payments made with Junior Securities. during a period (ca "Guarantor Blockage Period") Notwithstanding commencing on the foregoingdate of receipt of such notice by the Trustee and ending 179 days thereafter, unless the maturity of such Designated Senior Indebtedness of such is theretofore accelerated. Notwithstanding anything in this subordination provision or in the Securities to the contrary, (x) in no event shall a Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360-day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days. However, and if the Payment Blockage Notice is not given on behalf of creditors under a Credit Facility, a representative of such creditors may, subject to the limitations set forth in clause (iiy) no of the preceding sentence, give one additional notice during the Payment Blockage Period. No non-payment event of default that existed upon or was continuing on the date of commencement of any other Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period may be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0713.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Guarantor Senior Indebtedness (PRO RATA to such holders on the basis of the respective amounts of Senior Indebtedness held by such Guarantor remaining unpaid holders) or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorGuarantor Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off declaration or otherwise, of any principal of, interest on or any other amounts owing with respect to any Guarantor Senior Indebtedness, no payment of any kind or character (except (i) in Qualified Capital Stock issued by the Company to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by the Company and guaranteed by the Guarantors on the same basis as provided in the Guarantees in payment of interest accrued on the Securities or (iii) in securities issued by the Company and guaranteed by the Guarantors which securities and guarantees thereof are subordinated to the Guarantor Senior Indebtedness at least to the same extent as the Guarantees and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities (the issuance of any such guarantee in respect of such subordinated securities to be consented to by the holders of at least a majority of the outstanding amount of Guarantor Senior Indebtedness consisting of each class of Designated Guarantor Senior Indebtedness then outstanding, which subordinated securities shall be issued in exchange for outstanding Securities or to pay interest accrued on outstanding Securi- 105 -97- ties)) shall be made by any Guarantor or any other Person on behalf of a such Guarantor on account of its with respect to any Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity Securities or under the Guarantees or to acquire any of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) the Securities for cash or property or otherwise, unless and until all principal of, premium. In addition, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the any other event of default in the payment of any principal of, premium, occurs and is continuing (or if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than would occur upon any payment with respect to the Securities or would arise upon the passage of time as a result of such payment) with respect to any Designated Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of as such event of default given to is defined in the instrument creating or evidencing such Guarantor, the Company Designated Guarantor Senior Indebtedness) and the Trustee by the representative such event of default permits the holders of such Designated Guarantor Senior Indebtedness then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Designated Guarantor (Senior Indebtedness gives a “Guarantor Payment Notice”)Default Notice to the Company, the Guarantors and the Trustee, then, unless and until such event all events of default has have been cured or waived or otherwise has have ceased to existexist or the Company, no payment (by set-off or otherwise) may be made by or the Guarantors and the Trustee receive notice from the Representative for the respective issue of Designated Guarantor Senior Indebtedness terminating the Blockage Period, neither the Guarantors nor any other Person on behalf of such the Guarantors shall make any payment of any kind or character (except (i) in Qualified Capital Stock issued by the Company to pay interest on the Securities or issued in exchange for the Securities, (ii) in securities substantially identical to the Securities issued by the Company and guaranteed by the Guarantors on the same basis as provided in the Guarantees in payment of interest accrued thereon or (iii) in securities issued by the Company and guaranteed by the Guarantors which securities and guarantees thereof are subordinated to the Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness at least to the same extent as the Guarantees and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the Securities (the issuance of any such Guarantor guarantee in respect of which such event subordinated securities to be consented to by the holders of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end least a majority of the outstanding amount of Guarantor Payment Blockage PeriodSenior Indebtedness consisting of each class of Designated Guarantor Senior Indebtedness then outstanding, such Guarantor shall, unless a Guarantor Payment Default which subordinated securities shall be issued in exchange for outstanding Securities or to pay interest accrued on outstanding Securities) with respect to any Obligations of a Guarantor on the Securities or under the Guarantees or to acquire any of the Securities for cash or property or otherwise. Notwithstanding anything herein to the contrary, in no event will a Blockage Period extend beyond 180 days from the date the payment on the Securities was due and only one such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices Blockage Period may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given commenced within a period of any 360 consecutive days. For all purposes of this Section 10B.02(a), and (ii) no event of default that which existed upon or was continuing 106 -98- on the date of such the commencement of any Blockage Period with respect to the Designated Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of initiating such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period shall be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment a second Blockage Period by the Representative of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive daysdays (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 provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose). (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at or any Holder of a time Guarantee when such payment is prohibited by the provisions of this Section 10.0710B.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Indebtedness 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 TrusteeGuarantor Senior Indebtedness, if any, received from the holders of Guarantor Senior Indebtedness (or their Representatives) or, if such information is not received from such holders or their Representatives, from the Company or the Guarantors and only amounts included in the information provided to the Trustee shall be paid to the holders of Guarantor Senior Indebtedness. Nothing contained in this Article Ten B shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or remedies hereunder; provided that all Guarantor Senior Indebtedness of such Guarantor remaining unpaid thereafter due or declared to their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents before the Holders are entitled to receive any concurrent payment or distribution with respect to Obligations on the holders of such Senior Indebtedness of such GuarantorGuarantees.

No Payment on Guarantees in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf Upon the occurrence of a Guarantor Non-Payment Event of Default on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor, no payment or distribution of any assets or securities of such Guarantor to declare such Designated Senior of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of such Guarantor being subordinated to be due and payable and (ii) written notice the payment of such event of default given to the Securities by such Guarantor, but excluding any payment or distribution of Permitted Junior Guarantor Securities and excluding payments from the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwiseInterest Escrow Account) may be made by or on behalf of such Guarantor Guarantor, including, without limitation, by way of set-off or otherwise, for or on account of its Obligations under its Guaranteethe Securities, or for or on account of the purchase, redemption, defeasance or other than payments made with Junior acquisition of Securities. (c) Notwithstanding , and neither the foregoingTrustee nor any Holder or owner of any Securities shall take or receive from such Guarantor, unless the Designated Senior Indebtedness of such Guarantor directly or indirectly in any manner, payment in respect of which such event all or any portion of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above Securities, for a period (the “a "Guarantor Payment Blockage Period”") commencing on the date of receipt by the Trustee of written notice from the Representative of such Non-Payment Event of Default unless and until (and subject to any blockage of payments that may then be in effect under Section 12.02(b)) the earliest of (x) the date on which more than 179 days shall have elapsed since receipt of such declaration has not written notice by the Trustee, (y) such Non-Payment Event of Default shall have been rescinded cured or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect waived in writing or shall have ceased to exist or such Designated Senior Indebtedness of shall have been paid in full or (z) such Guarantor existsPayment Blockage Period shall have been terminated by written notice to the Company or the Trustee from the Representative, after which, in the case of clause (x), (y) or (z), such Guarantor shall resume making any and all required payments in respect of its Obligations under its Guaranteethe Securities, including any missed payments. Any number Notwithstanding any other provision of this Indenture, (x) in no event shall a Guarantor Payment Notices may Blockage Period commenced in accordance with the provisions of this Indenture described in this paragraph extend beyond 179 days from the date of the receipt by the Trustee of the notice referred to above, (y) there shall be given; provided, however, that a period of at least 181 consecutive days in each 360-day period when no Guarantor Payment Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to the Securities during any period of any 360 consecutive days. Notwithstanding any other provision of this Indenture, and (ii) no event of default that existed upon the date of such Guarantor Payment Notice if the representative of the holders of with respect to Designated Senior Indebtedness of such a Guarantor that gave such which existed or was continuing on the date of the commencement of any Guarantor Payment Notice knew of such default on such date (whether Blockage Period initiated by the Representative shall be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period initiated by the Representative, whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance No payment or distribution of any assets or securities of any Guarantor of any kind or character (including, without limitation, cash, property and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of such Guarantor being subordinated to the payment of the Securities by the Company, but excluding any payment or distribution of Permitted Junior Guarantor Securities and excluding payments from the Interest Escrow Account) may be made by or on behalf of any Guarantor pursuant to the terms of such Guarantor's Guaranty including, without limitation, by way of set-off or otherwise, for or on account of the Securities, except from those funds held in trust for the benefit of Holders of any Securities pursuant to the procedures set forth under Section 9.01, or for or on account of the purchase, redemption, defeasance or other acquisition of the Securities, and neither the Trustee nor any Holder or owner of any Securities shall take or receive from any Guarantor, directly or indirectly in any manner, payment in respect of the Guarantor's Guaranty following the delivery by the Representative to the Trustee of written notice of (i) the occurrence of a Payment Default on Designated Senior Indebtedness of such Guarantor or (ii) the occurrence of a Non-Payment Event of Default on Designated Senior Indebtedness of such Guarantor and the acceleration of the maturity of Designated Senior Indebtedness of such Guarantor in accordance with its terms and in any such event, such prohibition shall continue until such Payment Default is cured, waived in writing or ceases to exist or such acceleration has been rescinded or otherwise cured. At such time as the prohibition set forth in the preceding sentence shall no longer be in effect, subject to the provisions of Section 10.0112.02(a), the Guarantors shall resume making any and all required payments in respect of the Guaranties, including any missed payments. (c) In the event that, notwithstanding the foregoing provisions of this Section 10.07provision prohibiting such payment, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02, such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of Designated Senior Indebtedness of such the applicable Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Designated Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by set-off or on behalf of any Guarantor of principal of or interest on the Securities pursuant to such Guar- antor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness the Securities during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such Guarantor when it becomes due notice by the Trustee and payableending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (bx) Upon (i) the happening of an in no event of default (other than shall a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360-day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No non-payment event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders holder of Designated Guarantor Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-payment event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by made directly to the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the Holder to, to the holders of such Designated Guarantor Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Guarantor Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Guarantor Senior Indebtedness (or their representative or representatives or a trustee or trustees) notify the Trustee in writing of the amounts then due and owing on such Designated Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by set-off or on behalf of any Guarantor of principal of or interest on the Securities pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such non-payment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness the Securities during a period (a "Guarantor Blockage Period") commencing on the date of receipt of such Guarantor when it becomes due notice by the Trustee and payableending 179 days thereafter. Notwithstanding anything herein or in the Securities to the contrary, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (bx) Upon (i) the happening of an in no event of default (other than shall a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360-day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No non-payment event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders holder of Designated Guarantor Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated -69- Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such non-payment event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by made directly to the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trustee (if the Notice required by Section 12.06 has been received by the Trustee) or the Holder to, to the holders of such Designated Guarantor Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Guarantor Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Guarantor Senior Indebtedness (or their representative or representatives or a trustee or trustees) notify the Trustee in writing of the amounts then due and owing on such Designated Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) by set-off or on behalf of any Guarantor of principal of or interest on the Notes pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Notes, upon acceleration or otherwise, shall be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Guarantor Senior Indebtedness of such Guarantor, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In addition, during the continuance of any nonpayment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "GUARANTOR PAYMENT BLOCKAGE NOTICE") from the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless and until such nonpayment event of default has been cured or waived or has ceased to exist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities) shall be made by or on behalf of a Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness the Notes during a period (a "GUARANTOR BLOCKAGE PERIOD") commencing on the date of receipt of such Guarantor when it becomes due notice by the Trustee and payableending 179 days thereafter. Notwithstanding anything herein or in the Notes to the contrary, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (bx) Upon (i) the happening of an in no event of default (other than shall a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to exist, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360 day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days, and (ii) no . No nonpayment event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if Blockage Period (to the representative of extent the holders holder of Designated Guarantor Senior Indebtedness Indebtedness, or trustee or agent, giving notice commencing such Guarantor Blockage Period had knowledge of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether existing or not such continuing event of default is on the same issue of Designated Senior Indebtedness of such Guarantordefault) shall may be, or be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such nonpayment event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by made directly to the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.07SECTION 12.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trustee (if the Notice required by SECTION 12.06 has been received by the Trustee) or the Holder to, to the holders of such Designated Guarantor Senior Indebtedness of such Guarantor remaining unpaid or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Guarantor Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorDesignated Guarantor Senior Indebtedness (or their representative or representatives or a trustee or trustees) notify the Trustee in writing of the amounts then due and owing on such Designated Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Guarantor Senior Indebtedness.

No Payment on Guarantees in Certain Circumstances. (a) No If any default occurs and is continuing in the payment (when due, whether at maturity, upon any redemption, by set-off 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 or any Senior Debt guaranteed by a Guarantor (which Guarantee constitutes Guarantor Senior Debt of such Guarantor), no payment shall be made by or on behalf of a the Guarantor or any other person on account of its behalf with respect to any Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity Notes or any of any Senior Indebtedness the Obligations of such Guarantor by lapse on its Guarantee, or to acquire any of time, acceleration the Notes for cash or property or otherwise (unless waived) or otherwise, unless except that Holders of Notes may receive and until all principal of, premiumretain Permitted Junior Securities and payments made from the trust described under Article Eight). In addition, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the any other event of default in occurs and is continuing with respect to the payment of any principal of, premium, if any, or interest on Designated Senior Indebtedness Debt guaranteed by a Guarantor (which guarantee constitutes Guarantor Senior Debt of such Guarantor when it becomes due and payable, whether at maturity Guarantor) or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of Guarantor, as such event of default given to is defined in the 98 -91- instrument creating or evidencing such Guarantor, the Company and the Trustee by the representative of Designated Senior Debt permitting the holders of such Designated Senior Indebtedness Debt then outstanding to accelerate the maturity thereof and if the Representative for the respective issue of such Guarantor Designated Senior Debt gives written notice of the event of default to the Trustee (a “"Guarantor Payment Default Notice”"), then, unless and until such event all events of default has have been cured or waived or otherwise has have ceased to existexist or the Trustee receives notice from the Representative for the respective issue of Designated Senior Debt terminating the Guarantor Blockage Period (as defined below), no payment (by set-off or otherwise) may be made by or on behalf during the 180 days after the delivery of such Guarantor on account of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness of such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Default Notice is delivered as set forth above (the “"Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived"), at the end no Guarantor or any other Person on its behalf shall (x) make any payment of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default any kind or character with respect to such Designated Senior Indebtedness any Obligations on the Notes or under its Guarantee (except in Permitted Junior Securities or from the trust described under Article Eight) or (y) acquire any of the Notes for cash or property or otherwise (except in Permitted Junior Securities or from the trust described under Article Eight). Notwithstanding anything herein to the contrary, in no event will a Guarantor Blockage Period extend beyond 180 days from the date the payment on the Notes was due and only one such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices Blockage Period may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given commenced within a period of any 360 consecutive days, and (ii) no . No event of default that which existed upon or was continuing on the date of such the commencement of any Guarantor Payment Notice if Blockage Period with respect to the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Debt shall be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other a second Guarantor Payment Blockage Period by the Representative of such Designated Senior Debt whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0711.10(a), such payment shall be held in trust for the benefit of of, shall be paid over or delivered to, the holders of Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amount of Guarantor Senior Debt held by such Guarantorholders) 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, if any, received from the holders of Guarantor Senior Debt (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 or delivered by the Trustee, to the holders of Guarantor Senior Indebtedness Debt. Nothing contained in this Article Eleven shall limit the right of such Guarantor remaining unpaid 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 their representative pursue any rights or representatives, remedies hereunder; provided that all Guarantor Senior Debt thereafter due or declared to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by each, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor be due shall first be paid in full in cash after giving effect or Cash Equivalents before the Holders are entitled to receive any concurrent payment of any kind or distribution character with respect to the holders Obligations on the Notes or on account of such Senior Indebtedness any Guarantor's Guarantee (except that Holders of such GuarantorNotes may receive and retain Permitted Junior Securities and payments made from the trust described under Article Eight).

No Payment on Guarantees in Certain Circumstances. (a) No payment (by set-off or otherwise) shall be made by or on behalf of a any Guarantor on account of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity of any Senior Indebtedness of such Guarantor by lapse of time, acceleration (unless waived) or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on the Securities, or any payment to acquire any of the Securities for cash, property or securities, or any distribution with respect to the Securities of any kind or character, whether in cash, property or securities, by set-off or otherwise (all such payments and distributions referred to individually and collectively as a "Guarantor Securities Payment"), whether pursuant to the terms of such Guarantor's Guarantee, upon acceleration or otherwise, will be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Designated Senior Indebtedness Debt of such Guarantor when it becomes due and payable, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment or by declaration prepayment, acceleration or otherwise (a “but if the Trustee is otherwise able to make such Guarantor Payment Default”Securities Payment, only insofar as the Trustee is concerned, if the Trustee has received written notice of such default), unless and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee this sentence waived by the representative or on behalf of the holders of such Designated Senior Indebtedness Debt. In addition, during the continuance of any non-payment default or event of default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from a holder or holders of such Guarantor (a “Guarantor Payment Notice”)Designated Senior Debt or the trustee or agent acting on behalf of 105 -97- such Designated Senior Debt, then, unless and until such default or event of default has been cured or waived or otherwise has ceased to existexist or such Designated Senior Debt has been discharged or repaid in full, in cash or cash equivalents or otherwise in a form satisfactory to the holders of such Senior Debt, no payment (by set-off or otherwise) may Guarantor Securities Payment will be made by or on behalf of such Guarantor, except from those funds held in trust for purposes of defeasance for the benefit of the Holders of any Securities to such Holders, during a period (a "Guarantor Blockage Period") commencing on account the date of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness receipt of such Guarantor in respect of which such event of default exists has been declared due notice by the Trustee and payable in its entirety within ending 179 days after thereafter. Notwithstanding anything herein or in the Securities to the contrary, (x) in no event shall a Guarantor Payment Notice is delivered as set forth above (Blockage Period extend beyond 179 days from the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Notice was given and (y) there must be 180 days in any 365 day period during which no Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Blockage Period is in respect of its Obligations under its Guaranteeeffect. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not Not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 365 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of commencement of any other Guarantor Blockage Period with respect to the Designated Senior Debt initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period may be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 365 consecutive days, unless such default or event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Designated Senior Indebtedness of such Guarantor remaining unpaid Debt or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Senior Indebtedness Debt that such prohibited payment has been made, the holders of such Guarantor.Designated Senior Debt (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Designated Senior Debt. 106 -98-

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment, deposit or distribution of any kind or character, whether in cash, property or securities (including any payment (by set-off made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any payment or otherwisedistribution of Permitted Junior Securities) shall be made by or on behalf of a any Guarantor on account of its Obligations on its Guarantee principal of, or interest (including, Additional Interest) on, or any other than Junior obligation in respect of, the Securities pursuant to such Guarantor's Guarantee, whether pursuant to the terms of the Securities), (i) upon the maturity acceleration, by way of any Senior Indebtedness of such Guarantor by lapse of timerepurchase, acceleration (unless waived) redemption, defeasance or otherwise, unless and until all principal ofshall be made if, premium, if any, and interest on such Senior Indebtedness at the time of such Guarantor are first paid in full in cash or (ii) in the event of payment, there exists a default in the payment when due of all or any portion of the obligations under or in respect of any principal of, premium, if any, or interest on Designated Senior Indebtedness Debt of such Guarantor when it becomes due and payableGuarantor, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment prepayment, acceleration or by declaration or otherwise (a “Guarantor Payment Default”)otherwise, unless and until such Guarantor Payment Default has default shall not have been cured or waived waived. In addition, during the continuance of any non-payment default or otherwise has ceased to exist. (b) Upon (i) the happening of an non-payment event of default (other than a Guarantor Payment Default) that permits the holders of with respect to any Designated Senior Indebtedness Debt pursuant to which the maturity thereof may be accelerated immediately without the giving of a Guarantor any notice (except such notice as may be required to declare effect such Designated Senior Indebtedness acceleration) or the expiration of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”), then, unless and until such event of default has been cured or waived or otherwise has ceased to existany applicable grace periods, no payment (by set-off or otherwise) may be made by or on behalf of such Guarantor on account for a period (a "Guarantor Blockage Period") commencing upon the receipt by such Guarantor and the Trustee of its Obligations under its Guarantee, other than payments made with Junior Securities. (c) Notwithstanding the foregoing, unless the Designated Senior Indebtedness written notice of such Guarantor in respect of which such default or event of default exists has been declared due and payable in its entirety within 179 days after from the holder or holders of such Designated Senior Debt or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Debt specifying an election to effect a Guarantor Payment Notice is delivered as set forth above Blockage Period (the “a "Guarantor Payment Blockage Period”Notice") and ending 179 days thereafter (or earlier if such Guarantor Blockage Period is terminated (i) by written notice to the Trustee and such declaration has not been rescinded Guarantor from the holder or waived)holders of such Designated Senior Debt or any trustee, at the end agent or other representative acting on behalf of the holder or holders of such Designated Senior Debt, (ii) by discharge or repayment in full in cash of such Designated Senior Debt or (iii) because the default or event of default giving rise to such Guarantor Payment Blockage PeriodNotice has been cured, waived or ceased to exist). Subject to the provisions of the first sentence of this Section, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of may resume payments on the Securities after such Guarantor exists, resume making any and all required payments in respect of its Obligations under its GuaranteeBlockage Period. Any number of Guarantor Payment Notices may be given; provided, however, that (i) not Not more than one Guarantor Payment Notice shall Blockage Period may be given within commenced with respect to a Guarantee during any period of any 360 consecutive days, and (ii) no . No default or event of default that existed upon or was continuing on the date of commencement of any Guarantor Blockage Period with respect to the Designated Senior Debt initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period may be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Senior Debt or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0712.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Designated Senior Indebtedness of such Guarantor remaining unpaid Debt or to their any trustee, agent or other representative or representatives, or to the trustee or trustees under any agreement or indenture pursuant to which any instruments evidencing any of such Designated Senior Indebtedness of such Guarantor Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Designated Senior Indebtedness Debt that such prohibited payment has been made, the holders of such GuarantorDesignated Senior Debt (or their trustee, agent or other representative) notify the Trustee in writing of the amounts then due and owing on such Designated Senior Debt, if any, and only the amount specified in such notice to the Trustee shall be paid to or for the account of the holders of such Designated Senior Debt.

No Payment on Guarantees in Certain Circumstances. (a) No Unless Section 11.10 shall be applicable, if any time a default has occurred and is continuing in the payment when due, whether at maturity, upon redemption, by declaration or otherwise, of any principal of, interest on, or unpaid drawings for letters of credit issued in respect of any Guarantor Senior Debt or any Senior Debt guaranteed by a Guarantor (which Guarantee constitutes Guarantor Senior Debt of such Guarantor), no payment of any kind or character, by set-off or otherwise) , shall be made by or on behalf of a the Guarantor or any other Person on account of its behalf with respect to any Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity Notes or any of any Senior Indebtedness the Obligations of such Guarantor by lapse on its Guarantee, or to acquire any of time, acceleration (unless waived) the Notes for cash or property or otherwise, unless and until all principal of, premium, if any, and interest on such Senior Indebtedness of such Guarantor are first paid in full each case other than payments in cash or (ii) in the event of default in the payment of any principal of, premium, if any, or interest on Senior Indebtedness of such Guarantor when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise (a “Guarantor Payment Default”), unless and until such Guarantor Payment Default has been cured or waived or otherwise has ceased to existJunior Securities. (b) Upon (i) the happening of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to In addition, unless Section 11.10 shall be due and payable and (ii) written notice of such event of default given to such Guarantorapplicable, the Company and the Trustee by the representative of the holders of such Designated Senior Indebtedness of such Guarantor (a “Guarantor Payment Notice”)if any Nonpayment Default Notice is delivered in accordance with Section 10.02, then, unless and until such event all events of default has have been cured or waived or otherwise has have ceased to existexist or the Holders receive notice from the Representative for the respective issue of Senior Debt terminating the Guarantor Blockage Period (as defined below), during the 179 days after the delivery of such Nonpayment Default Notice (the "Guarantor Blockage Period"), no Guarantor or any other Person on its behalf shall (x) make any payment (of any kind or character, by set-off or otherwise) may be made by , with respect to any Obligations on the Notes or on behalf of such Guarantor on account of its Obligations under its GuaranteeGuarantee or (y) acquire any of the Notes for cash or property or otherwise, in each case, other than payments made with in Junior Securities. (c) . Notwithstanding anything herein to the foregoingcontrary, unless in no event will a Guarantor Blockage Period extend beyond 179 days from the Designated Senior Indebtedness of date the payment on the Notes was due and only one such Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments in respect of its Obligations under its Guarantee. Any number of Guarantor Payment Notices Period may be given; provided, however, that (i) not more than one Guarantor Payment Notice shall be given commenced within a period of any 360 consecutive days, and (ii) no . No event of default that which existed upon or was continuing on the date of such the commencement of any Guarantor Payment Notice if Blockage Period with respect to the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Debt shall be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other a second Guarantor Payment Blockage Period by the Representative of such Senior Debt whether or not within a period of 360 consecutive days, unless such event of default has shall have been cured or waived for a period of at least not less than 90 consecutive days. (c) Notwithstanding anything herein or in the Guarantees to the contrary, until the Senior Debt has been paid in full in cash or Cash Equivalents and all commitments to extend credit in respect of the Senior Debt have expired or terminated, no payments of principal may be made in respect of any Obligations on the Guarantees, or to acquire any of the Guarantees for cash or property or otherwise, except payments in Junior Securities. (d) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time any Holder when such payment is prohibited by the provisions of this Section 10.07Article Eleven, such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of Guarantor Senior Indebtedness Debt (pro rata to such holders on the basis of the respective amounts of Guarantor Senior Debt held by such Guarantor remaining unpaid holders) or to their representative or representativesrespective Representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor Debt may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Indebtedness of such Guarantor remaining unpaid, to the extent necessary to pay or provide for the payment of all such Senior Indebtedness of such Guarantor Debt has been paid in full in cash after giving effect or Cash Equivalents. The Holders shall be entitled to any concurrent payment or distribution to rely on information regarding amounts then due and owing on the Guarantor Senior Debt, if any, received from the holders of such Guarantor Senior Indebtedness of such GuarantorDebt (or their Representatives).

No Payment on Guarantees in Certain Circumstances. (a) No direct or indirect payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) shall be made by or on behalf of a any Guarantor of principal of, or interest on account or to purchase, redeem or defease the Securities, except from those funds held in trust for the benefit of its Obligations on its Guarantee (other than Junior Securities), (i) upon the maturity Holders of any Senior Indebtedness Securities pursuant to the procedures set forth in Article Eight hereof, pursuant to such Guarantor's Guarantee, whether pursuant to the terms of such Guarantor by lapse of timethe Securities, upon acceleration (unless waived) or otherwise, unless and until all principal ofshall be made if, premium, if any, and interest on such Senior Indebtedness at the time of such Guarantor are first paid in full in cash or (ii) in the event of payment, there exists a default in the payment of all or any principal of, premium, if any, or interest portion of the obligations on any Guarantor Senior Indebtedness of such Guarantor when it becomes due and payableGuarantor, whether at maturity maturity, on account of mandatory redemption or at a date fixed for prepayment or by declaration purchase, acceleration or otherwise (a “Guarantor Payment Default”)otherwise, unless that continues beyond any applicable period of grace, and until such Guarantor Payment Default has default shall not have been cured or waived or otherwise has ceased to exist. (b) Upon (i) the happening benefits of an event of default (other than a Guarantor Payment Default) that permits the holders of Designated Senior Indebtedness of a Guarantor to declare such Designated Senior Indebtedness of such Guarantor to be due and payable and (ii) written notice of such event of default given to such Guarantor, the Company and the Trustee this sentence waived by the representative or on behalf of the holders of such Guarantor Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Guarantor Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (the "Guarantor Payment Blockage Notice") from the holder or holders of such Designated Guarantor (a “Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Payment Notice”)Senior Indebtedness, then, unless and until such event of default has been cured or waived or otherwise has ceased to existexist or such Designated Guarantor Senior Indebtedness has been discharged or paid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Guarantor Senior Indebtedness, no direct or indirect payment (by set-off excluding any payment or otherwisedistribution of Permitted Junior Securities) may shall be made by or on behalf of such Guarantor of principal, or interest on account or to purchase, redeem or defease the Securities, except from those funds held in trust for the benefit of its Obligations under its Guaranteethe Holders of any Securities pursuant to the procedures set forth in Article Eight, other than payments made with Junior Securities. during a period (ca "Guarantor Blockage Period") Notwithstanding commencing on the foregoingdate of receipt of such notice by the Trustee and ending 179 days thereafter, unless the maturity of such Designated Senior Indebtedness of such is theretofore accelerated. Notwithstanding anything in this subordination provision or in the Securities to the contrary, (x) in no event shall a Guarantor in respect of which such event of default exists has been declared due and payable in its entirety within Blockage Period extend beyond 179 days after from the Guarantor Payment Notice is delivered as set forth above (the “Guarantor Payment Blockage Period”) (and such declaration has not been rescinded or waived), at the end of date the Guarantor Payment Blockage Period, such Guarantor shall, unless a Guarantor Payment Default with respect to such Designated Senior Indebtedness of such Guarantor exists, resume making any and all required payments Notice in respect thereof was given, (y) there shall be a period of its Obligations under its Guarantee. Any number of at least 181 consecutive days in each 360-day period when no Guarantor Payment Notices may be given; provided, however, that Blockage Period is in effect and (iz) not more than one Guarantor Payment Notice shall Blockage Period may be given within a commenced with respect to any Guarantor during any period of any 360 consecutive days. However, and if the Payment Blockage Notice is not given on behalf of creditors under a Credit Facility, a representative of such creditors may, subject to the limitations set forth in clause (iiy) no of the preceding sentence, give one additional notice during the Payment Blockage Period. No non-payment event of default that existed upon or was continuing on the date of commencement of any other Guarantor Blockage Period with respect to the Designated Guarantor Senior Indebtedness initiating such Guarantor Payment Notice if the representative of the holders of Designated Senior Indebtedness of such Guarantor that gave such Guarantor Payment Notice knew of such default on such date (whether Blockage Period may be, or not such event of default is on the same issue of Designated Senior Indebtedness of such Guarantor) shall be made made, the basis for the commencement of any other Guarantor Payment Blockage Period by the holder or holders of such Designated Guarantor Senior Indebtedness or the trustee or agent acting on behalf of such Designated Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of at least not less than 90 consecutive days. (db) In furtherance of the provisions of Section 10.01, in the event that, notwithstanding the foregoing provisions of this Section 10.07foregoing, any payment on account of a Guarantor’s Obligations on its Guarantee (other than Junior Securities) shall be received by the Trustee at a time or any Holder when such payment is prohibited by the provisions of this Section 10.0713.02(a), such payment shall be held in trust for the benefit of the holders of Senior Indebtedness of such Guarantorof, and shall be paid over or delivered by the Trusteeto, to the holders of such Guarantor Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such Guarantor remaining unpaid holders) or to their representative or respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate principal amounts remaining unpaid on account of such Senior Indebtedness of such Guarantor held or represented by eachas their respective interests may appear, for application to the payment of all such Senior Indebtedness of such Guarantor remaining unpaid, but only to the extent necessary to pay or provide for that, upon notice from the payment of all such Senior Indebtedness of such Guarantor in full in cash after giving effect to any concurrent payment or distribution Trustee to the holders of such Guarantor Senior Indebtedness that such prohibited payment has been made, the holders of such GuarantorGuarantor Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing of the amounts then due and owing on such Guarantor Senior Indebtedness, if any, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Guarantor Senior Indebtedness.